Post-Closing Purchase Price Adjustment definition

Post-Closing Purchase Price Adjustment has the meaning provided in Section 2.8(a).
Sample 1Sample 2
Post-Closing Purchase Price Adjustment has the meaning specified in Section 4.3(b) hereof.
Sample 1Sample 2
Post-Closing Purchase Price Adjustment will be an adjustment to the Purchase Price equal to the sum of (i) the Final Net Worth minus the Estimated Closing Date Net Worth (the “Net Worth Adjustment”) and (ii) the Final VIF Amount minus Milliman’s calculation of the VIF as set forth on Buyer’s Interim VIF Report for the month preceding the month in which the Closing Date occurs (the “VIF Adjustment”). If the Post-Closing Purchase Price Adjustment is a positive amount, then (i) if the Post-Closing Purchase Price Adjustment is greater than the amount of funds in the VIF Escrow Account, (x) the parties shall instruct the VIF Escrow Agent to disburse all of the funds held in the VIF Escrow Account, if any, to Seller in the manner and within the time period required by Section 2.05(a) and (y) Buyer will pay in cash to Seller the remaining portion of the Post-Closing Purchase Price Adjustment in accordance with Section 2.05(a) and (ii) if the amount of funds in the VIF Escrow Account is greater than the Post-Closing Purchase Price Adjustment, then (x) the parties shall instruct the VIF Escrow Agent to disburse funds in an amount equal to the Post-Closing Purchase Price Adjustment to Seller in the manner and within the time period required by Section 2.05(a) and (y) the parties shall instruct the VIF Escrow Agent to disburse the remaining portion of the funds in the VIF Escrow Account to Buyer. If the Post-Closing Purchase Price Adjustment is a negative amount, then Seller will pay in cash to Buyer an amount equal to the absolute value of the Post-Closing Purchase Price Adjustment and (ii) the parties shall instruct the VIF Escrow Agent to disburse all of the funds held in the VIF Escrow Account to Buyer. Any such payment will be made within two (2) Business Days after the Post-Closing Purchase Price Adjustment is determined, together with interest thereon at the Interest Rate calculated and payable in accordance with Section 2.05.
Sample 1

Examples of Post-Closing Purchase Price Adjustment in a sentence

  • The resolution by the independent accountants of any dispute concerning the Post-Closing Purchase Price Adjustment shall be final, binding and conclusive upon the parties and shall be the parties' sole and exclusive remedy regarding any dispute concerning the Post-Closing Purchase Price Adjustment.

  • Seller shall provide Buyer access to all relevant books and records and supporting documentation in connection with Seller’s preparation of, and shall consult with Buyer in preparing, the Initial Post-Closing Purchase Price Adjustment Statement.

  • The Parties shall have thirty (30) days following delivery of the Initial Post-Closing Purchase Price Adjustment Statement to agree as to its accuracy.

  • Buyer shall pay over to Seller any such refund or the amount of any such credit within five (5) days after actual receipt of such refund or application of such credit against Taxes, to the extent not taken into account for purposes of the Post-Closing Purchase Price Adjustment.

  • Such Post-Closing Purchase Price Adjustment, if any, shall be allocated among the Owned Assets in the proportion that the Purchase Price is allocated among the Owned Assets in Section 2.5 below.


More Definitions of Post-Closing Purchase Price Adjustment

Post-Closing Purchase Price Adjustment means the determination of the Final Purchase Price in accordance with the rules and procedures provided in Section 2.4.
Sample 1Sample 2
Post-Closing Purchase Price Adjustment means (A) if the Working Capital Deficiency is greater than or equal to the Cash Deficiency, the amount equal to the Final WC Adjustment Amount minus the Working Capital Adjustment Amount as of Closing or (B) if the Cash Deficiency is greater than the Working Capital Deficiency, the amount equal to the Final Cash Adjustment Amount minus the Cash Adjustment Amount as of Closing; provided however that if the number obtained in (A) or (B), as the case may be, is a negative number, the “Post-Closing Purchase Price Adjustment” shall be equal to zero (0).
Sample 1Sample 2
Post-Closing Purchase Price Adjustment will be the net amount of the sum of the adjustments made pursuant to clauses (i) or (ii) (whichever applies) plus clauses (iii) or (iv) (whichever applies) plus clause (v).
Sample 1Sample 2
Post-Closing Purchase Price Adjustment means the post-closing adjustment to the Purchase Price pursuant to Section 2.05.
Sample 1
Post-Closing Purchase Price Adjustment shall have the meaning specified in Article 1.8(c).
Sample 1
Post-Closing Purchase Price Adjustment means the amount, if any, by which the Working Capital Value is less than the Net Working Capital Payment. If Seller is liable for a Post-Closing Purchase Price Adjustment, then Buyer, in addition to any other right of against Seller provided for at law or in SECTION 9, shall be entitled to recover any Post-Closing Purchase Price Adjustment from Seller; such claims shall not be subject to the requirements of SECTION 9. Interest shall accrue on the outstanding balance or any overdue payments from the date on which such payment was due until the date on which such payment is received by Buyer at the Prime Rate plus 5%.
Sample 1
Post-Closing Purchase Price Adjustment as defined in Section 2.3(c)(ii)-
Sample 1