Post-Closing Credit means any credit, refund, reimbursement, rebate or cash proceeds from any manufacturer, supplier or other third party (whether in connection with an allowance, adjustment or otherwise), including any Governmental Authority, to the extent that it becomes payable or is paid post-Closing and that arose out of or is related to the conduct of the Business during any pre-Closing period, other than the credits, refunds, reimbursements, rebates, cash proceeds or class action or other settlement payment or award set forth or described on Section 1.1(e) of the Parent Disclosure Schedule.
Purchaser hereby irrevocably waives and releases all claims against Seller and its representatives and affiliates with respect to the Purchased Assets, other than with respect to Sellers obligations hereunder regarding the Post-Closing Credit, the indemnification provisions and/or claims for breach of the representations, warranties and covenants specifically set forth in this Agreement.
If the Post-Closing Credit is equal to or greater than $300,000.00, then the Escrow Agent shall return the entire Escrow Amount, plus accrued interest, to Purchaser.
All adjustments to amounts of credits due Seller or Purchaser made as a result of the Post-Closing Credit True-Up shall be paid to the party entitled thereto in cash or other immediately available funds within thirty (30) days after the final determination thereof.
Notwithstanding anything in this Agreement to the contrary, the amount of the Post-Closing Credit shall be limited to $300,000.00.
Except for allocations (a) made pursuant to Section 9.1.2 hereof, and (b) with respect to Accounts Receivable and trade payables, on or before the ninetieth (90th) day after the Closing Date, Seller and Purchaser shall cause Manager to prepare and deliver to Seller and Purchaser a final statement showing the final amounts of credits due Seller or Purchaser as of the Apportionment Time (the "Post-Closing Credit True-Up").