Post-Closing Amount definition

Post-Closing Amount as defined in Section 2.05(c).

Post-Closing Amount means the obligations of HCo to pay to New Hydrogenics amounts in respect of “Restricted Pool Losses” in accordance with Section 2.4;

Post-Closing Amount means (a) any cash disbursements required to be made from the Reserve, plus (b) any cash disbursements required to be made, if any, under Section 1.16 to the holder of the RBI Preferred Stock.

Examples of Post-Closing Amount in a sentence

• If the Restatement results in an increase in the Post-Closing Amount for any Post-Closing Period, the Company shall issue additional Post-Closing Shares to the Holder based on such revised Post-Closing Amount in accordance with the terms of this Option.

• Consistent with paragraph 6 of the Sale Order, the Trustee is authorized to pay the Post-Closing Amount to Ashford.

• If the Closing Balance is less than nil, then the Sellers must pay to the Purchaser (on a proportionate basis according to each Seller’s shareholding in MDSB immediately prior to Closing) the amount by which the Closing Balance is less than nil (“Adjustment Amount”) by way of repayment of part of the TDEX Closing Amount (in the case of TDEX), and the RESSB Closing Amount and the RESSB Post-Closing Amount (in the case of RESSB).

• The Post-Closing Amount is in full and final settlement of the transition services and any other cost or item contemplated by Section 7.12(b) of the APA such that the estates will have no further obligation with respect to the transition services.

• The Parties wish to memorialize the settlement of the Post-Closing Amount and provide for payment of certain continued expenses previously documented as post-closing transition service items.

• On or around March 24, 2022, in connection with the sale of the Ronda Property by the Trustee to Ashford, Ashford agreed to release the Post-Closing Amount in favor of the Debtors’ estates in partial consideration of the total purchase price for the Ronda Property.

• In partial consideration of the total purchase price for the Ronda Property, Ashford agreed to release the Post-Closing Amount in favor of the Debtors’ estates and receive a credit at closing equal to the Post-Closing Amount.

• Post-Closing Amount Certain Restricted Tax Pools that exist within certain subsidiaries of old Hydrogenics are subject to restrictions on use by such subsidiaries following completion of the Transaction.

• New Hydrogenics shall have no liability or obligation to indemnify or otherwise compensate any of the Indemnitees in excess of the sum of (i) the Initial Amount, (ii) the Additional Amount, and (iii) the Post-Closing Amount, in respect of any breach (including any failure or inaccuracy) of any of the Tax Pool representations and warranties of Hydrogenics and/or New Hydrogenics contained in the Support Agreement.

• Where a Restatement results in adjustments to more than one Post-Closing Amount, the net result of all such adjustments shall be considered in applying the terms and conditions of this Section 8.

More Definitions of Post-Closing Amount

Post-Closing Amount means, in respect of any Post-Closing Period, an amount equal to 50% of the After-Tax Xtero Profits for such Post-Closing Period.

Post-Closing Amount means the product obtained by multiplying (x) 6.7 (or 6.4 if the Bethesda Sale does not occur prior to Closing) by (y) Net Operating Income for the period reported in the Final Income Statement after deducting from Net Operating Income (if the Bethesda Sale occurs prior to the Closing) fifty percent (50%) of the Net Operating Income of Bethesda L.L.C., as adjusted to reflect the net effect of all Purchase Price adjustments set forth in Section 2.7 (other than those in Section 2.7(c)). Provided that the amount determined above shall in no event be less than the Base Amount. Attached hereto as Exhibit H is an example, for purposes of illustration only, of this calculation based on Sellers' budgeted results for the year ending December 31, 1996.

Post-Closing Amount means the product obtained by multiplying (x) 6.7 (or 6.4 if the Bethesda Sale does not occur prior to Closing) by (y) Net Operating Income for the period reported in the Final Income Statement after deducting from Net Operating Income (i) (if the Bethesda Sale occurs prior to the Closing) fifty percent (50%) of the Net Operating Income of Bethesda L.L.C., as adjusted to reflect the net effect of all Purchase Price adjustments set forth in Section 2.7 (other than those in Section 2.7(c)) and (ii) (if the Glen Burnie Asset Closing does not occur) 100% of the Net Operating Xxxome of Glen Burnie. Provided that the amount determined above shall in no evexx xe less than the Base Amount. Attached hereto as Exhibit H is an example, for purposes of illustration only, of this calculation based on Sellers' budgeted results for the year ending December 31, 1996.

Post-Closing Amount means $112,429,948.98, subject to any permitted adjustments to the Purchase Price and differences due to discrepancies in anticipated and actual Transaction Expenses, of the proceeds of the Initial Term Loans, which proceeds shall not be required to be used on the Closing Date for any purpose; provided that, without limiting clause (g) of Section 10.6, in no event shall all or any portion of the Post Closing Amount be deemed to increase the Available Amount or any basket with respect to Section 10.6.

Post-Closing Amount shall have the meaning given in Clause 6.5.1;

Post-Closing Amount has the meaning set forth in the Reimbursement Agreement.