Post-Closing Adjustment Provision definition

Post-Closing Adjustment Provision means any provision relating to a Sale Transaction that potentially requires the Company and/or its stockholders to reimburse or repay any portion of the proceeds from such Sale Transaction or any other amount to the Purchaser, or to indemnify the Purchaser in any respect.
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Examples of Post-Closing Adjustment Provision in a sentence

  • In the event the Triggering Event transaction includes any Future Payments Provision and/or Post-Closing Adjustment Provision, then the Company shall pay any Surplus Incentive Payments according to the terms of this Section 3.3(d).

  • In the event a Triggering Event does not include any Future Payments Provision or Post-Closing Adjustment Provision, then the Company shall pay (in cash and/or non-cash consideration as described above) each eligible Participant the amount of such Participant’s Surplus Incentive Payment, if any, within thirty (30) days following the closing of such Triggering Event and the distribution of the proceeds thereof.

Related to Post-Closing Adjustment Provision

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

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

  • Closing Adjustment Amount shall have the meaning set forth in Section 3.2(c).

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

  • Adjustment Provisions means all relevant provisions of these Conditions which provide for any adjustment, delay, modification, cancellation or determination in relation to an Index, the valuation procedure for an Index or the Preference Shares. This shall include the provisions of Condition 11 (Calculation Agent Modifications) and all subsequent Conditions.

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

  • Final Adjustment Amount shall have the meaning set forth in Section 2.5(e).

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

  • Post-Closing Agreement shall have the meaning set forth in Section 8.9.

  • Final Adjustment Statement has the meaning set forth in Section 2.6(c).

  • Closing Amount has the meaning set forth in Section 2.3.

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

  • 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.

  • Estimated Adjustment Amount has the meaning set forth in Section 2.8(a).

  • Closing Date Payment has the meaning set forth in Section 2.04(a)(i).

  • Adjustment Payment shall have the meaning specified in Section 3.09(a).

  • Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.

  • Billing Adjustment Credit To provide Customer the benefit of the rates and discounts in the Amendment as of the Effective Date and until such rates and discounts are implemented, the Company shall provide Customer with a one-time billing adjustment credit equal to $50,378.70, plus applicable taxes and surcharges. This credit shall compensate Customer for the difference between the Tariff/Guide/list rates invoiced during the 1st full billing cycle following Customer's signature date above and the rates and discounts in this Agreement.

  • Closing Payment Amount will have the meaning set forth in Section 1.3(a).

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

  • Adjustment Escrow Fund means the Adjustment Escrow Amount deposited with the Escrow Agent, as such amount may be increased or decreased as provided in this Agreement and the Escrow Agreement, including any remaining interest or other amounts earned thereon.

  • Final Adjustment has the meaning set forth in Section 10.3.B(2) hereof.

  • CPI Adjustment means the quotient of (i) the CPI for the month of January in the calendar year for which the CPI Adjustment is being determined, divided by (ii) the CPI for January of 2007.

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

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

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