Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean an amount equal to (i) the Final Cash Consideration, minus (ii) Cash Consideration.
Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean (i) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (i)), minus (ii) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus the Closing Date Debt as reflected on the Final Purchase Price Adjustment Statement, plus (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement.
Post-Closing Adjustment Amount. (a) If the Final New Inventory Amount exceeds the Estimated New Inventory Amount, then Purchaser shall pay to Seller, in the manner and with interest as provided in Section 3.5(d), the amount of such excess.
Post-Closing Adjustment Amount. The “Post-Closing Adjustment Amount” shall mean an amount equal to the Post-Closing Development Cost Adjustment, plus the amount of the Updated Pre-Opening Cost Adjustment, minus the Post-Closing Residential Proceeds Adjustment. If the Post-Closing Adjustment Amount is a positive number, then MGM shall make a cash Capital Contribution an amount equal to the Post-Closing Adjustment Amount, which amount shall be immediately distributed to DW, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be decreased in an amount equal to two hundred percent (200%) of the amount of the Post-Closing Adjustment Amount. If the Post-Closing Adjustment Amount is a negative number, then DW shall make a cash Capital Contribution an amount equal to the Post-Closing Adjustment Amount, which amount shall be immediately distributed to MGM, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be increased in an amount equal to two hundred percent (200%) of the absolute value of the Post-Closing Adjustment Amount.
Post-Closing Adjustment Amount. (i) If the Closing Cash Consideration, as finally determined pursuant to Section 2.4(b) (the “Final Closing Cash Consideration”), exceeds the Estimated Closing Cash Consideration, then within two (2) Business Days after the final determination of the Final Closing Cash Consideration in accordance with Section 2.4(b), (A) Buyer shall deposit, by wire transfer of immediately available funds to an account designated by Seller Representative, an amount in cash equal to the full amount by which the Final Closing Cash Consideration exceeds the Estimated Closing Cash Consideration, and as promptly as practicable thereafter, Seller Representative shall distribute, or cause to be distributed, such amount of cash to Sellers in accordance with their respective Pro Rata Shares, and (B) Buyer and Seller Representative shall provide a joint written instruction to the Escrow Agent to release promptly from the Adjustment Escrow Account, in accordance with the Escrow Agreement, the full amount of the Adjustment Escrow Account.
Post-Closing Adjustment Amount. (i) In order to determine the actual Working Capital, the actual Closing Indebtedness and the actual Company Transaction Costs on the Closing Date, and any corresponding adjustment to the Closing Purchase Price, Purchaser shall prepare (i) a balance sheet of the Company as of the Closing Date (as finally determined, the “Closing Date Balance Sheet”), (ii) a schedule of the Current Assets and Current Liabilities of the Company as of the Closing Date setting forth a calculation of the Working Capital as of the Closing Date (the “Final Working Capital” as reflected on the “Working Capital Schedule”), (iii) a schedule setting forth the Closing Indebtedness (the “Final Closing Indebtedness” as reflected on the “Indebtedness Schedule”), and (iv) a schedule of the Company Transaction Costs (the “Final Company Transaction Costs” as reflected on the “Company Transaction Costs Schedule”). On the basis of the Closing Date Balance Sheet, the Working Capital Schedule, the Indebtedness Schedule, and the Company Transaction Costs Schedule subject, however, to the rights of Purchaser and the Sellers as provided in Sections 2.4(d) and 2.4(e) below, and for purposes of calculating the Closing Purchase Price, the Base Purchase Price shall be:
Post-Closing Adjustment Amount. (i) If (A) the Estimated Working Capital is greater than the Final Working Capital and (B) the Final Working Capital is less than $0.00, then Parent will be entitled to recover the lesser of (1) the difference between $0.00 and the Final Working Capital or (2) the difference between the Estimated Working Capital and the Final Working Capital, in each case starting with dollar one, from the General Escrow Fund in accordance with Article 7, and disregarding the Indemnification Threshold provided for in Section 7.3(a).
Post-Closing Adjustment Amount i. Based on the final determination of the Final US Net Working Capital, the parties shall calculate the "US Post Closing Adjustment Amount", which shall equal the Estimated US Net Working Capital less the Final US Net Working Capital. If the US Post Closing Adjustment Amount is a positive number, then an amount representing a reduction in the Asset Purchase Price equal to such number shall be paid to the US Purchaser out of the Escrow Amount in accordance with the Escrow Agreement; provided that if the Escrow Amount is insufficient to pay the entire US Post Closing Adjustment Amount, then the remainder shall be paid by Wxxxx US to the US Purchaser within five (5) Business Days of such final determination, by wire transfer of immediately available funds. If the US Post Closing Adjustment Amount is a negative number, then an amount representing additional Asset Purchase Price equal to the absolute value of such number shall be paid by US Purchaser to Wxxxx US within five (5) Business Days of such final determination, by wire transfer of immediately available funds.
Post-Closing Adjustment Amount. (i) If the Closing Consideration, as finally determined under Section 1.6(b) (the “Final Closing Consideration”), exceeds the Estimated Closing Consideration (the “Excess Amount”), then within five (5) Business Days after the determination of the Final Closing Consideration in accordance with Section 1.6(b), such Excess Amount shall (A) be satisfied by Buyer by wire transfer of immediately available funds in accordance with wire instructions provided by Seller, except that (B) to the extent the sum of the Required Amount plus the Excess Amount exceeds the Available Third Party Debt Financing Proceeds (for purposes of this Section 1.6, taking into account the aggregate incremental amount of any Third Party Debt Financing completed following the Closing and prior to the final determination of the Final Closing Consideration), be satisfied by the principal under the Seller Note being increased by a corresponding amount and include interest thereon as if accrued since the Closing Date; provided, that the Excess Amount may be paid in any combination of (A) and (B) as Buyer may elect to the extent it would result in a greater amount of cash being paid to Seller than otherwise. (ii) If the Estimated Closing Consideration exceeds the Final Closing Consideration (the “Shortfall Amount”), then within five (5) Business Days after the determination of the Final Closing Consideration in accordance with Section 1.6(b), such Shortfall Amount shall (A) be satisfied by Seller by wire transfer of immediately available funds in accordance with wire instructions provided by Buyer to Seller, except that (B) to the extent any portion of the Estimated Closing Consideration was satisfied by Buyer by the issuance of the Seller Note at Closing pursuant to Section 1.5(d), at Seller’s election all (or a portion, up to the principal amount of the Seller Note), may be satisfied by the principal under the Seller Note being reduced by a corresponding amount, and any interest accrued thereon from the Closing Date being cancelled; provided, that, the exception in this clause (B) shall not apply with respect to any portion of the Shortfall Amount that would have been subject to Section 1.5(c) if estimated accurately as of the Closing. (iii) Notwithstanding anything to the contrary herein, any payment pursuant to this Section 1.6(c) shall be treated as an adjustment to the Purchase Price for all income Tax purposes to the maximum extent permitted by applicable Law. Section 1.7
Post-Closing Adjustment Amount. The Adjustment Statement, including any modifications resulting from the resolution pursuant to Section 2.5(c) and Section 2.5(d) of any Disputed Item set forth in a Dispute Notice, shall be the Final Adjustment Statement and be final and binding upon Seller and Buyer for the purposes of this Agreement upon the earliest to occur of (x) the delivery (or deemed delivery) by Seller of the Notice of Acceptance and (y) the resolution of all Disputed Items by Seller and Buyer pursuant to Section 2.5(d). Within five (5) Business Days after the Final Adjustment Statement becomes final and binding upon the Parties, an adjustment to the Estimated Purchase Price and a payment by wire transfer of immediately available funds in respect thereof shall be made as follows:
