Post-Closing Adjustment Amount has the meaning set forth in Section 1.9.3.
Closing Adjustment Amount shall have the meaning set forth in Section 2.3(b)(i)(A).
Post-Closing Adjustment has the meaning set forth in Section 2.04(b)(ii).
Closing Cash Amount has the meaning set forth in Section 2.2.
Estimated Closing Cash has the meaning set forth in Section 2.4(a).
Working Capital Adjustment Amount means the amount (which may be positive or negative) equal to the result of the Closing Net Working Capital minus the Target Working Capital Amount.
Net Working Capital Adjustment Amount means an amount (which may be a positive or negative number) equal to (a) the Closing Date Net Working Capital minus (b) the Target Net Working Capital.
Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).
Purchase Price Adjustment Escrow Amount means $500,000.
Closing Cash Payment has the meaning set forth in Section 2.06(a).
Closing Cash means the amount of Cash determined as of the close of business on the Closing Date.
Estimated Closing Net Working Capital has the meaning set forth in Section 2.6(a).
Post-Closing Straddle Period means the portion of a Straddle Period beginning the day after the Closing Date.
Closing Adjustment has the meaning set forth in Section 2.04(a)(ii).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Closing Cash Consideration has the meaning set forth in Section 2.6(a)(i).
Earnout Amount has the meaning set forth in Section 2.7(a).
Final Closing Cash shall have the meaning set forth in Section 2.11(g).
Final Adjustment Amount has the meaning set forth in Section 2.4(c).
Earn-Out Amount has the meaning set forth in Section 2.07(a).
Estimated Closing Statement has the meaning set forth in Section 2.4(a).
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.
Adjustment Escrow Amount means $1,000,000.
Term SOFR Adjustment means a percentage equal to 0.10% per annum.
Post-Closing Tax Period means any taxable period beginning after the Closing Date and the portion of any Straddle Period beginning after the Closing Date.
Inventory Value means with respect to any Inventory of a Loan Party at the time of any determination thereof, the standard cost determined on a first in first out basis and carried on the general ledger or inventory system of such Loan Party stated on a basis consistent with its current and historical accounting practices, in Dollars, determined in accordance with the standard cost method of accounting less, without duplication, (i) any markup on Inventory from an Affiliate and (ii) in the event variances under the standard cost method are expensed, a Reserve reasonably determined by the Agent as appropriate in order to adjust the standard cost of Eligible Inventory to approximate actual cost.