Positive Adjustment means the amount which is equal to (Locked Box Net Cash less Target Net Cash) plus (Locked Box Working Capital less Target Working Capital) if (and only if) such amount is a positive amount. For the avoidance of doubt, a Positive Adjustment increases the aggregate price due under clause 3.1.
Accounts Receivable Positive Adjustment the amount by which Accounts Receivable exceed the Specified Assumed Liabilities, all as reflected on the Closing Statement.
Adjusted Purchase Price means the Purchase Price plus any Positive Adjustment or the Purchase Price minus any Negative Adjustment, as applicable.
A Positive Adjustment Amount will be the excess (if positive) of (i) 30 percent of the Final Taxable Income less (ii) the Tax Distribution Amount.
If there is a Final Positive Adjustment, then Buyer shall pay an amount equal to the Final Positive Adjustment to Seller.
Notwithstanding anything to the contrary herein, no Buyer Indemnified Party shall be entitled to set off any amounts (including with respect to any claims for indemnification under Section 9.02) against the Deferred Purchase Price, any Positive Adjustment Amount or, until fully funded pursuant to Section 2.06, the Indemnity Escrow Amount.