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 2.11(a).

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 hereto 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.

• The aggregate consideration to be paid by Purchaser for the Acquired Interests shall be cash in an amount equal to the sum of (a) the Adjusted Base Purchase Price, (b) plus or minus the Post-Closing Adjustment Increase Amount or Post-Closing Adjustment Decrease Amount, as applicable.

• The amount of any Post-Closing Adjustment shall bear interest from and including the Closing Date to, but excluding, the date of payment at a rate per annum equal to six percent (6%).

• As soon as practicable following the determination of the Final Working Capital Amount in accordance with Section 2.06 and payment of the Post-Closing Adjustment Decrease Amount, if applicable, the Seller Representative shall disburse the balance of the Seller Representative Expense Account to Sellers in accordance with their respective Pro Rata Proportionate Share.

More Definitions of Post-Closing Adjustment

Post-Closing Adjustment has the meaning set forth in Section 2.06(a).

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

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

Post-Closing Adjustment shall be equal to (i) the Final Adjustment Amount set forth in the Final Post-Closing Adjustment Statement less (ii) the Closing Adjustment. If the Post-Closing Adjustment is a positive amount, then Purchasers shall pay or cause Acquisition Sub to pay in cash to Sellers (or one or more Affiliates designated by Sellers) the amount of the Post-Closing Adjustment via wire transfer of immediately available funds to the account(s) designed in writing by the Sellers. If the Post-Closing Adjustment is a negative amount, then Sellers (or an Affiliate designated by Sellers) shall pay in cash to Acquisition Sub the amount of the Post-Closing Adjustment via wire transfer of immediately available funds to the account(s) designed in writing by the Acquisition Sub. Any such payment shall be made within five (5) Business Days after the Final Post-Closing Adjustment Statement is determined.

Post-Closing Adjustment shall be equal to (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, minus (b) (i) the amount of 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 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 Seller (or one or more Affiliates designated by Seller). 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 such 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 shall be an amount equal to the Final Inventory Value minus the Target Inventory Value. If the Post-Closing Adjustment is a positive number, Buyer shall pay to Seller an amount equal to the Post-Closing Adjustment. If the Post-Closing Adjustment is a negative number, Seller shall pay to Buyer an amount equal to the Post-Closing Adjustment.

Post-Closing Adjustment shall be equal to the sum (whether a positive or negative number) of (A) the Final Net Working Capital less the Estimated Net Working Capital, plus (B) the Estimated Indebtedness Amount less the Final Indebtedness Amount, plus (C) the Final Cash Amount less the Estimated Cash Amount. If the Post-Closing Adjustment is a positive amount, then Buyer shall, within five (5) Business Days after the determination of the Final Adjustment Amounts pursuant to Section 2.3(b)(ii), make payment to DuPont by wire transfer of immediately available funds to one or more accounts designated by 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 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 more accounts designated by Buyer of the absolute value of the amount of the Post-Closing Adjustment. Any such payment shall be made together with interest thereon at a rate equal to the 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 date of payment and the date on which such payment is made.