Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Working Capital set forth in the Final Closing Statement, minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, plus (b) (i) the amount of Net Indebtedness set forth in the Estimated Closing Statement minus (ii) the amount of Net Indebtedness set forth in the Final Closing Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash to the Seller (or one or more Affiliates designated by Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate designated by Parent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Working Capital set forth in the Final Closing Statement, Statement minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, plus minus (b) (i) the amount of Net Indebtedness the Capex Adjustment set forth in the Final Closing Statement, minus (ii) the amount of the Estimated Capex Adjustment set forth in the Estimated Closing Statement, plus (c) (i) the amount of Net Cash set forth in the Final Closing Statement minus (ii) the amount of Net Indebtedness Cash set forth in the Estimated Closing Statement, minus (d) (i) the amount of the Timing Adjustment set forth in the Final Closing Statement minus (ii) the amount of the Timing Adjustment set forth in the Estimated Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to the Seller (or one or more Affiliates designated by Parent) the absolute value of the amount of the Post-Closing AdjustmentSeller). If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate designated by ParentSeller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustmentsuch negative amount. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Final Working Capital set forth in the Final Closing Statement, Adjustment Amount minus (ii) the amount of Estimated Working Capital set forth in the Estimated Closing Statement, plus Adjustment Amount minus (b) (i) the amount of Net Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement minus (iic) (i) the amount of Net Indebtedness CapEx Shortfall Amount set forth in the Final Closing StatementStatement minus (ii) the Estimated CapEx Shortfall Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to the Seller (or one or more Affiliates designated by ParentSeller) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate designated by ParentSeller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 ‎‎2.7 shall be made by wire transfer of immediately available funds within five (5) ten Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination wire transfer of the Final Closing Statementimmediately available funds.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Working Capital set forth in the Final Closing Statement, minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, plus (b) (i) the amount of Net Indebtedness set forth in the Estimated Closing Statement Statement, minus (ii) the amount of Net Indebtedness set forth in the Final Closing Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash to the Seller Parent (or one or more Affiliates designated by Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller Parent (or an Affiliate designated by Parent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “"Post-Closing Adjustment” may be either a positive or negative amount, and " shall be equal to the sum (whether a positive or negative number) of (a) (iA) the amount of Final Net Working Capital set forth in the Final Closing Statement, minus (ii) the amount of Working Capital set forth in less the Estimated Closing StatementNet Working Capital, plus (b) (iB) the amount of Net Estimated Indebtedness set forth in Amount less the Final Indebtedness Amount, plus (C) the Final Cash Amount less the Estimated Closing Statement minus (ii) the amount of Net Indebtedness set forth in the Final Closing StatementCash Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash Buyer shall, within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to the Seller (or Section 2.3(b)(ii), make payment to DuPont by wire transfer of immediately available funds to one or more Affiliates accounts designated by Parent) the absolute value DuPont of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then DuPont shall, within five (5) Business Days after the Seller (determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), make payment to Buyer by wire transfer of immediately available funds to one or an Affiliate more accounts designated by Parent) shall pay in cash to Purchaser Buyer of the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after together with interest thereon at a rate equal to the determination prime rate as published in The Wall Street Journal in effect on the Closing Date, for the period from the Closing Date through and including the earlier of the Final Closing Statement to an account designated in writing by date of payment and the party entitled to the date on which such payment within three (3) Business Days after the determination of the Final Closing Statementis made.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Working Capital set forth in the Final Closing Statement, minus Statement less (ii) the amount of Working Capital set forth in the Estimated Closing Statement, plus (b) (ix) the amount of Net Indebtedness set forth in the Estimated Closing Statement minus less (iiy) the amount of Net Indebtedness set forth in the Final Closing Statement, plus (c) (1) the amount of Transaction Costs set forth in the Estimated Closing Statement less (2) the amount of Transaction Costs set forth in the Final Closing Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay or cause to be paid in cash to the Seller Parent (or one or more Affiliates designated by Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller Parent (or an Affiliate designated by Parent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) the Final Working Capital Adjustment Amount, plus (ib) (A) the amount of Working Capital Cash Amounts set forth in the Final Closing Statement, minus Working Capital and Net Indebtedness Statements less (iiB) the amount of Working Capital Cash Amounts set forth in the Estimated Closing Statement, plus Working Capital and Net Indebtedness Statements less (bc) (ix) the amount of Indebtedness set forth in the Final Closing Working Capital and Net Indebtedness Statements less (y) the amount of Indebtedness set forth in the Estimated Closing Statement minus (ii) the amount of Working Capital and Net Indebtedness set forth in the Final Closing StatementStatements. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash to the Seller (or one or more Affiliates designated by ParentSeller) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate designated by ParentSeller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five ten (510) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing StatementWorking Capital and Net Indebtedness Statements.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Working Capital set forth in the Final Closing Statement, minus Statement less (ii) the amount of Working Capital set forth in the Estimated Closing Statement, plus (b) (ix) the amount of Net Indebtedness set forth in the Estimated Closing Statement minus (iiy) the amount of Net Indebtedness set forth in the Final Closing Statement. For the avoidance of doubt, any of the amounts set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay such positive amount in cash to the Seller Parent (or one or more Affiliates designated by Parent) the absolute value of the amount of the Post-Closing Adjustment). If the Post-Closing Adjustment is a negative amount, then the Seller Parent (or an Affiliate designated by Parent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustmentsuch negative amount. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Final Working Capital set forth in the Final Closing Statement, Adjustment Amount minus (ii) the amount of Estimated Working Capital set forth in the Estimated Closing Statement, plus Adjustment Amount minus (b) (i) the amount of Net Indebtedness of the Company set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Company set forth in the Estimated Closing Statement minus (c) (i) the amount of the RSAM Shortfall set forth in the Final Closing Statement minus (ii) the amount of Net Indebtedness the RSAM Shortfall set forth in the Final Estimated Closing Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash to the Seller (or one or more Affiliates designated by ParentSeller) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate designated by ParentSeller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five ten (510) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination wire transfer of the Final Closing Statementimmediately available funds.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Working Capital Adjustment Amount set forth in the Final Closing Statement, minus (ii) the amount of Working Capital Adjustment Amount set forth in the Estimated Closing Statement, plus (b) (i) the amount of Net Closing Indebtedness Amount set forth in the Estimated Closing Statement Statement, minus (ii) the amount of Net Closing Indebtedness Amount set forth in the Final Closing Statement, plus (c) (i) the Closing Cash Amount set forth in the Final Closing Statement, minus (ii) the Closing Cash Amount set forth in the Estimated Closing Statement, plus (d) (i) the Closing Transaction Expense Amount set forth in the Estimated Closing Statement, minus (ii) the Closing Transaction Expense Amount set forth in the Final Closing Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash to the Seller (or to one or more Affiliates designated by ParentSeller) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate one or more Affiliates designated by ParentSeller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account or accounts designated in writing by the party entitled to the such payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Final Working Capital set forth in the Final Closing Statement, Adjustment Amount minus (ii) the amount of Estimated Working Capital set forth in the Estimated Closing StatementAdjustment Amount, plus (b) (ix) the amount of Net Indebtedness set forth in the Estimated Closing Statement minus (iiy) the amount of Net Indebtedness set forth in the Final Closing Statement. Any of clause (a) or clause (b) set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash to the Seller Parent (or one or more Affiliates designated by Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller Parent (or an Affiliate designated by Parent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum (whether a positive or negative number) of (a) (iA) the amount of Final Net Working Capital set forth in the Final Closing Statement, minus (ii) the amount of Working Capital set forth in less the Estimated Closing StatementNet Working Capital, plus (b) (iB) the amount of Net Estimated Indebtedness set forth in Amount less the Final Indebtedness Amount, plus (C) the Final Cash Amount less the Estimated Closing Statement minus (ii) the amount of Net Indebtedness set forth in the Final Closing StatementCash Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash Buyer shall, within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to the Seller (or Section 2.3(b)(ii), make payment to DuPont by wire transfer of immediately available funds to one or more Affiliates accounts designated by Parent) the absolute value DuPont of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then DuPont shall, within five (5) Business Days after the Seller (determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), make payment to Buyer by wire transfer of immediately available funds to one or an Affiliate more accounts designated by Parent) shall pay in cash to Purchaser Buyer of the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after together with interest thereon at a rate equal to the determination prime rate as published in The Wall Street Journal in effect on the Closing Date, for the period from the Closing Date through and including the earlier of the Final Closing Statement to an account designated in writing by date of payment and the party entitled to the date on which such payment within three (3) Business Days after the determination of the Final Closing Statementis made.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (ia)(i) the amount of Working Capital set forth in the Final Closing Statement, minus Working Capital and Indebtedness Statement less (ii) the amount of Working Capital set forth in the Statement of Estimated Closing StatementWorking Capital and Indebtedness, plus (b) (ix) the amount of Net Indebtedness set forth in the Statement of Estimated Closing Statement minus Working Capital and Indebtedness less (iiy) the amount of Net Indebtedness set forth in the Final Closing Working Capital and Indebtedness Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash to the Seller Parent (or one or more Affiliates designated by Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller Parent (or an Affiliate designated by Parent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination Final Working Capital and Indebtedness Statement becomes such, together with interest thereon at the Interest Rate from the Closing Date until the date of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statementpayment.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Final Working Capital set forth in the Final Closing Statement, Adjustment Amount minus (ii) the amount of Estimated Working Capital set forth in the Estimated Closing StatementAdjustment Amount, plus (b) (i) the amount of Net Indebtedness set forth in the Estimated Closing Statement minus (ii) the amount of Net Indebtedness set forth in the Final Closing Statement, plus (c)(i) the Estimated Transaction Expenses minus (ii) the Final Transaction Expenses. Any of clause (a), clause (b) or clause (c) set forth in the preceding sentence may be either a positive or a negative amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash to the Seller Parent (or one or more Affiliates designated by Parent) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller Parent (or an Affiliate designated by Parent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. For illustrative purposes only, Schedule II sets forth a sample calculation of Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The (a) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Seller, or any other Affiliate of Parent as designated by Parent, a statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Closing Date Cash, (ii) the Closing Date Indebtedness, (iii) the Closing Date Working Capital, (iv) the Unpaid Transaction Expenses and (v) the “Final Purchase Price”, which shall equal (A) the Base Payment, plus (B) the amount of the Closing Date Cash, minus (C) the amount of the Closing Date Indebtedness, and (D)(1) if the Closing Date Working Capital Adjustment is positive, plus, the Closing Date Working Capital Adjustment or (2) if the Closing Date Working Capital Adjustment is negative, minus, the absolute value of the Closing Date Working Capital Adjustment, minus (E) the Unpaid Transaction Expenses (collectively, (B) through (E), the “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Working Capital ”). Buyer’s calculations set forth in the Final Closing Statement, minus (ii) the amount of Working Capital set forth in the Estimated Closing Statement, plus (b) (i) the amount of Net Indebtedness set forth in the Estimated Closing Statement minus (iicollectively, the “Proposed Purchase Price Calculations”) the amount of Net Indebtedness set forth in the Final Closing Statement. If the Post-Closing Adjustment is a positive amount, then Purchaser shall pay in cash be delivered with reasonable supporting detail with respect to the Seller (or one or more Affiliates designated by Parent) the absolute value calculation of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate designated by Parent) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Pricesuch amounts.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination of the Final Closing Statement.

Post-Closing Adjustment. The “Post-Closing Adjustment” may be either a positive or negative amount, and shall be equal to the sum of (a) (i) the amount of Final Working Capital set forth in the Final Closing Statement, Adjustment Amount minus (ii) the amount of Estimated Working Capital set forth in the Estimated Closing Statement, plus Adjustment Amount minus (b) (i) the amount of Net Indebtedness of the Companies set forth in the Final Closing Statement minus (ii) the amount of Indebtedness of the Companies set forth in the Estimated Closing Statement minus (iic) the amount of Net Indebtedness set forth in Final Purchaser Adjusted Consideration Amount plus (d) the Final Closing StatementSeller Adjusted Consideration Amount. If the Post-Closing Adjustment is a positive amount, then Purchaser shall, and Parent shall cause Purchaser to, pay in cash to the Seller (or one or more Affiliates designated by ParentSeller) the absolute value of the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then the Seller (or an Affiliate designated by ParentSeller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. The Closing Purchase Price, as adjusted by the Post-Closing Adjustment, shall be the “Final Purchase Price.” Any such payment pursuant to this Section 2.7 shall be made by wire transfer of immediately available funds within five (5) ten Business Days after the determination of the Final Closing Statement to an account designated in writing by the party entitled to the payment within three (3) Business Days after the determination wire transfer of the Final Closing Statementimmediately available funds.