Common use of Adjustment After Closing Clause in Contracts

Adjustment After Closing. After the Closing, the Merger Consideration shall be (i) reduced by the amount, if any, by which the Estimated Net Working Capital exceeds the final Net Working Capital as determined pursuant to Section 2.1(d), (ii) increased by the amount, if any, by which the final Net Working Capital exceeds the Estimated Net Working Capital, (iii) increased by the amount, if any, by which the Estimated Indebtedness exceeds the final Indebtedness as determined pursuant to Section 2.1(d), (iv) reduced by the amount, if any, by which the final Indebtedness exceeds the Estimated Indebtedness, (v) reduced by the amount, if any, by which the Estimated Cash and Cash Equivalents exceeds the final Cash and Cash Equivalents as determined pursuant to Section 2.1(d), and (vi) increased by the amount, if any, by which the final Cash and Cash Equivalents exceeds the Estimated Cash and Cash Equivalents. The aggregate reduction or increase, as applicable, in the Merger Consideration resulting from the adjustments referred to in the preceding sentence is hereafter referred to as the “Post-Closing Reduction” or “Post-Closing Addition,” respectively. After the Closing Balance Sheet and the calculations described in Section 2.1(d) become final and binding upon the parties in accordance with the provisions of Section 2.1(d), then, within ten (10) days following the date such calculations become final and binding: (i) if any Post-Closing Reduction is required, Buyer and Members Representative shall instruct the Escrow Agent to immediately deliver from the Escrow Account such Post-Closing Reduction to Buyer in immediately available funds by wire transfer; and (ii) if any Post-Closing Addition is required, Buyer shall immediately deliver such Post-Closing Addition in immediately available funds by wire transfer to the Members Representative for distribution to the Non-Trust Unit Holders in accordance with Exhibit C.

Adjustment After Closing. After the Closing, the Merger Consideration Initial Seller Cash 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 exceeds the final Net Working Capital as determined pursuant to Section 2.1(d)Capital, or (iiB) increased by the amount, if any, by which the final Final Net Working Capital exceeds is greater than the Estimated Net Working Capital, (iiiii) increased by the amount, if any, by which the Estimated Indebtedness exceeds the final Indebtedness as determined pursuant to Section 2.1(d), (iv) reduced by the amount, if any, by which the final Indebtedness exceeds the Estimated Indebtedness, (vA) reduced by the amount, if any, by which the Estimated Cash and Cash Equivalents exceeds the final Final Cash and Cash Equivalents as determined pursuant to Section 2.1(d)Equivalents, and or (viB) increased by the amount, if any, by which the final 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, (iv) (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, and (v) (A) increased by the amount, if any, by which the Estimated Pension and Retiree Liability exceeds the Final Pension and Retiree Liability, or (B) reduced by the amount, if any, by which the Final Pension and Retiree Liability exceeds the Estimated Pension and Retiree Liability. The aggregate net reduction in or increase, as applicable, in addition to the Merger Consideration resulting from the adjustments Initial Seller Cash Payment calculated pursuant to this Section 1.06(d) shall be referred to in the preceding sentence is hereafter referred to this Agreement as the “Post-Closing Reduction” (in the case of an aggregate net reduction to the Initial Seller Cash Payment) or as the “Post-Closing Addition,” respectively. After (in the Closing Balance Sheet and the calculations described in Section 2.1(d) become final and binding upon the parties in accordance with the provisions case of Section 2.1(d), then, within ten (10) days following the date such calculations become final and binding: (i) if any Post-Closing Reduction is required, Buyer and Members Representative shall instruct the Escrow Agent to immediately deliver from the Escrow Account such Post-Closing Reduction to Buyer in immediately available funds by wire transfer; and (ii) if any Post-Closing Addition is required, Buyer shall immediately deliver such Post-Closing Addition in immediately available funds by wire transfer an aggregate net addition to the Members Representative for distribution to the Non-Trust Unit Holders in accordance with Exhibit C.Initial Seller Cash Payment).