Post-Closing Adjustment definition

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

Post-Closing Adjustment has the meaning set forth in Section 3.3(c).

Post-Closing Adjustment shall have the meaning set forth in Section 2.6.

Examples of Post-Closing Adjustment in a sentence

• The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the Parties shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the Parties hereto.

• For the avoidance of doubt, to the extent that there is any Post-Closing Adjustment pursuant to Section 2.7, the determination of the Post-Closing Adjustment shall not be considered a “remedy” for purposes of this Section 12.5 and shall not be limited by the terms of this Article XII or otherwise, and the facts or circumstances underlying such Post-Closing Adjustment shall not provide a separate basis for an Indemnification Claim under this Article XII or otherwise.

• Any payment of the Post-Closing Adjustment, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in Section 2.7(e)(v) above; and (B) be paid by wire transfer of immediately available funds to such account as is directed by AGCO or Trimble, as the case may be.

More Definitions of Post-Closing Adjustment

Post-Closing Adjustment has the meaning set forth in Section 1.7(a).

Post-Closing Adjustment has the meaning set forth in Section 2.4(h).

Post-Closing Adjustment shall be an amount equal to the difference between Estimated Working Capital minus Closing Working Capital. If the Post-Closing Adjustment is a negative number, Buyer shall pay to Sellers an amount equal to the Post-Closing Adjustment, and if the Post-Closing Adjustment is a positive number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment, in each case, in accordance with Section 2.06(b)(vii).

Post-Closing Adjustment has the meaning ascribed to it in Section 2.9(e).

Post-Closing Adjustment shall have the meaning set forth in Section 2.3(e).

Post-Closing Adjustment shall be an amount equal to the Closing Working Capital minus the Estimated Closing Working Capital.

Post-Closing Adjustment shall be equal to (a) (i) the Final Working Capital Adjustment Amount minus (ii) the Estimated Working Capital Adjustment Amount minus (b) (i) the amount of 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 CapEx Shortfall Amount set forth in the Final Closing Statement 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 Seller (or one or more Affiliates designated by Seller) the amount of the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative amount, then Seller (or an Affiliate designated by Seller) shall pay in cash to Purchaser the absolute value of the amount of the Post-Closing Adjustment. Any such payment pursuant to this Section ‎‎2.7 shall be made within ten Business Days after the determination of the Final Closing Statement by wire transfer of immediately available funds.