Net Closing Adjustment Amount definition

Net Closing Adjustment Amount means a positive or negative amount equal to the sum of (i) the Final Net Working Capital minus the Estimated Net Working Capital, plus (ii) Estimated Indebtedness minus the amount of Indebtedness as finally determined pursuant to Section 2.3(c) and/or 2.3(d), plus (iii) Estimated Transaction Expenses minus the amount of Transaction Expenses as finally determined pursuant to Section 2.3(c) and/or 2.3(d), plus (iv) Cash and Cash Equivalents as finally determined pursuant to Section 2.3(c) and/or 2.3(d) minus the Estimated Cash and Cash Equivalents.
Sample 1

Examples of Net Closing Adjustment Amount in a sentence

  • Thereafter, Post shall from time to time fund the Purchaser with an amount of cash necessary to permit the Purchaser to timely satisfy its obligations under this Agreement, including without limitation, its obligations to pay (i) any Net Closing Adjustment Amount payable to the Sellers pursuant to Section 2.3(g), (ii) any Earn-out Amount payable to the Sellers pursuant to Section 2.4(g) and (iii) any amounts required to be paid to the Sellers Indemnified Parties pursuant to Article IX.

Related to Net Closing Adjustment Amount

  • Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).

  • Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.

  • Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).

  • Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).

  • Adjustment Amount For any Distribution Date, the difference between (A) the sum of the Class A Principal Balance and the Class B Principal Balance as of the related Determination Date and (B) the sum of (i) the sum of the Class A Principal Balance and the Class B Principal Balance as of the Determination Date succeeding such Distribution Date and (ii) the aggregate amount that would have been distributed to all Classes as principal in accordance with Section 4.01(a) for such Distribution Date without regard to the provisos in the definitions of Class B-1 Optimal Principal Amount, Class B-2 Optimal Principal Amount, Class B-3 Optimal Principal Amount, Class B-4 Optimal Principal Amount, Class B-5 Optimal Principal Amount and Class B-6 Optimal Principal Amount.

  • Final Adjustment Amount has the meaning set forth in Section 2.4(c).

  • Estimated Adjustment Amount has the meaning set forth in Section 2.5(a).

  • Net Adjustment Amount means an amount, which may be positive or negative, equal to the Closing Net Working Capital as finally determined pursuant to this Section 2.9 minus the Preliminary Net Working Capital as set forth on the Preliminary Closing Statement;

  • Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.

  • Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.

  • Closing Cash Amount has the meaning set forth in Section 2.2.

  • Purchase Price Adjustment Escrow Amount means $500,000.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Purchase Price Adjustment has the meaning set forth in Section 2.6.

  • Closing Amount has the meaning set forth in Section 2.2(a).

  • Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.

  • Adjustment Escrow Amount means $1,000,000.

  • Maximum Settlement Amount means $500,000,000 as amended or modified in accordance with Appendix E.

  • True-Up Adjustment means any Annual True-Up Adjustment or Interim True-Up Adjustment, as the case may be.

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).

  • Net Working Capital Adjustment means (a) the amount by which Net Working Capital as of immediately prior to the Closing exceeds Target Net Working Capital or (b) the amount by which Net Working Capital as of immediately prior to the Closing is less than Target Net Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (b) above shall be deemed to be a negative number.

  • Tax Adjustment has the meaning set forth in Section 4.7.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Cash Amount means an amount of cash equal to the Value on the Valuation Date of the Shares Amount.

  • Closing Purchase Price shall have the meaning ascribed to such term in Section 2.1(b), which aggregate purchase price shall be net of the underwriting discounts and commissions.

  • Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).