Common use of Adjustment After Closing Clause in Contracts

Adjustment After Closing. After Closing, the Initial Sellers Payment shall be (i) (A) reduced by the amount, if any, by which the Final Net Working Capital is less than the Estimated Net Working Capital, or (B) increased by the amount, if any, by which the Final Net Working Capital is greater than the Estimated Net Working Capital, (ii) (A) reduced by the amount, if any, by which the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness, or (B) increased by the amount, if any, by which the Estimated Closing Date Indebtedness exceeds the Final Closing Date Indebtedness, and (iii) (A) reduced by the amount, if any, by which the Final Transaction Expenses exceed the Estimated Transaction Expenses, or increased by the amount, if any, by which the Estimated Transaction Expenses exceed the Final Transaction Expenses. The aggregate net reduction in or addition to the Initial Sellers Payment calculated pursuant to this Section 1.05(d) shall be referred to in this Agreement as the “Post-Closing Reduction” (in the case of an aggregate net reduction to the Initial Sellers Payment) or as the “Post-Closing Addition” (in the case of an aggregate net addition to the Initial Sellers Payment).

Adjustment After Closing. After the Closing, the Initial Sellers Payment shall be (i) (A) reduced by the amount, if any, by which the Final Estimated Net Working Capital is less than exceeds the Estimated Final Net Working Capital, or (B) increased by the amount, if any, by which the Final Net Working Capital is greater than exceeds the Estimated Net Working Capital, (ii) (A) reduced by the amount, if any, by which the Final Closing Date Indebtedness Estimated Cash and Cash Equivalents exceeds the Estimated Closing Date IndebtednessFinal Cash and Cash Equivalents, or (B) increased by the amount, if any, by which the Final Cash and Cash Equivalents exceeds the Estimated Cash and Cash Equivalents, (iii) (A) increased by the amount, if any, by which the Estimated Closing Date Indebtedness exceeds the Final Closing Date Indebtedness, or (B) reduced by the amount, if any, by which the Final Closing Date Indebtedness exceeds the Estimated Closing Date Indebtedness and (iiiiv) (A) increased by the amount, if any, by which the Estimated Transaction Expenses exceed the Final Transaction Expenses, or (B) reduced by the amount, if any, by which the Final Transaction Expenses exceed the Estimated Transaction Expenses, or increased by the amount, if any, by which the Estimated Transaction Expenses exceed the Final Transaction Expenses. The aggregate net reduction in or addition to the Initial Sellers Payment calculated pursuant to this Section 1.05(d) the immediately preceding sentence shall be referred to in this Agreement as the “Post-Closing Reduction” (in the case of an aggregate net reduction to the Initial Sellers Payment) or as the “Post-Closing Addition” (in the case of an aggregate net addition to the Initial Sellers Payment). Any Post-Closing Reduction or Post-Closing Addition shall be applied ninety percent (90%) to the Initial Merger Consideration and ten percent (10%) to the Initial Carve-Out Payment.