Post-Closing Adjustments definition

Post-Closing Adjustments has the meaning ascribed thereto in Subsection 3.3(b);

Post-Closing Adjustments shall have the meaning set forth in Section ------------------------ 2.4B.

Post-Closing Adjustments has the meaning set forth in Section 2.3(d).

Examples of Post-Closing Adjustments in a sentence

• Please include all adjustments (other than those that the auditor believes are clearly trivial) in the Schedule of Post-Closing Adjustments spreadsheet provided.

• The Parties undertake to agree with respect to the amounts of such Post-Closing Adjustments no later than ninety (90) days after the Closing Date.

• Deposit of the Withheld Portion in the Escrow Account and the financial settlement of any Deferred Payment or Minority Additional Payment, as well as any new deposit in the Escrow Account or payment to Shareholders electing Option I resulting from any Post-Closing Adjustments (including the Surplus Adjustment Amount), and any payment to Shareholders electing Option I to be made from the Escrow Account shall not have their settlement guaranteed by the Intermediary Institution.

• CLOSING; PURCHASE PRICE; PAYMENT OF SUBSTANTIAL COMPLETION PAYMENT AMOUNT AND PUNCHLIST HOLDBACK AMOUNT 117 Section 17.1. Closing 117 Section 17.2. Seller Closing Deliverables 117 Section 17.3. Buyer Closing Deliverables 118 Section 17.4. Purchase Price 119 TABLE OF CONTENTS (continued) Page Section 17.5. Proratable Tax Items 119 Section 17.6. Other Purchase Price Adjustments 119 Section 17.7. Procedures for Closing and Post-Closing Adjustments.

• Subject to Closing and Post-Closing Adjustments in the ordinary course of business.

More Definitions of Post-Closing Adjustments

Post-Closing Adjustments. Definitions “Cost Overruns” means the construction costs of the Wind Project and reserves established to support potential construction costs of the Wind Project, in excess of $1,061,847,492.36. “Purchaser Cost Overrun Responsibility” means 50% of an amount equal to 30% of the amount (if any) by which the Cost Overruns exceed the Purchaser Cost Overrun Sharing Threshold. “Purchaser Cost Overrun Sharing Threshold” means $206.6 million. “Purchaser Returnable Amount (Post-Term Conversion)” means the lesser of (i) 30% of all Returned Funds (Post-Term Conversion), and (ii) (X) the amount of the Purchaser Cost Overrun Responsibility, less (Y) the amounts of any Returned Funds (Term Conversion) and Returned Funds (Post-Term Conversion) that were not paid over to the Seller or otherwise credited to the Seller in the calculation of the Adjustment Amount (provided for certainty that clause (ii) can never be less than zero). “Purchaser Returnable Amount (Term Conversion)” means the lesser of (i) 30% of all Returned Funds (Term Conversion), and (ii) the amount of the Purchaser Cost Overrun Responsibility. “Returned Funds (Post-Term Conversion)” means, in each case after the Term Conversion Date and to the extent allocable to the Purchaser’s direct and indirect ownership interest in the Project Company, the sum of (i) amounts representing a release to the Project Company of reserves for construction costs, to the extent distributed to the partners of the Project Company, and (ii) amounts received by the Project Company as proceeds from construction-related litigation, arbitration or similar proceedings or settlements of same with CER, Powertel, their subcontractors or their sureties, to the extent distributed to the partners of the Project Company. “Returned Funds (Term Conversion)” means, in each case prior to the Term Conversion Date and to the extent allocable to the Purchaser’s direct and indirect ownership interest in the Project Company, the sum of (i) construction equity amounts returned to the partners of the Project Company, (ii) amounts representing a release to the Project Company of reserves for construction costs, to the extent distributed to the partners of the Project Company, and (iii) amounts received by the Project Company as proceeds from construction-related litigation, arbitration or similar proceedings or settlements of same with CER, Powertel, their subcontractors or their sureties, to the extent distributed to the partners of the Project Company...

Post-Closing Adjustments means the adjustments to the Purchase Price made after the Closing pursuant to the provisions of Section 2.04.

Post-Closing Adjustments shall have the meaning set forth in Section 2.5.

Post-Closing Adjustments defined in Section 2.5(c); Preferred Shares: 30,000 shares of Vanguard Payable in Kind Cumulative Redeemable Convertible Preferred Stock, Series B, $0.01 par value per share, having the rights, designations and preferences described in Exhibit A; Prepaids: the prepaid expenses and deposits of the Hospital Businesses identified on Schedule 2.1(c) as being included in Net Working Capital;

Post-Closing Adjustments. Section 2.10 “Prorations” Section 2.6

Post-Closing Adjustments means the DLC Post-Closing Adjustments and the FE Post-Closing Adjustments.

Post-Closing Adjustments means any liability incurred by the Buyer in connection with a refund or other repayment of any advance, minimum guarantee or other amounts previously paid to Seller under an Assumed Contract.