Definition of Post-Closing Working Capital Adjustment


Post-Closing Working Capital Adjustment means (i) the amount by which Closing Working Capital exceeds $32,590,000.00 or (ii) the amount by which $32,590,000.00 exceeds Closing Working Capital, in each case, if applicable; provided, that any amount which is calculated pursuant to clause (ii) above shall be deemed to be a negative number.
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Examples of Post-Closing Working Capital Adjustment in a sentence

If the Post-Closing Working Capital Adjustment Amount is a negative amount, then the Sellers (consistent with the Purchase Price Allocation) shall pay in cash to the Buyer the Post-Closing Working Capital Adjustment Amount.
The Post-Closing Working Capital Adjustment Amount means the amount of Closing Working Capital Amount set forth in the Final Working Capital Statement less the Estimated Closing Working Capital Amount.
Section 2.3(b) of the Purchase Agreement is hereby amended and replaced in its entirety with the following:(b) Post-Closing Working Capital Adjustment.
The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Actual Closing Working Capital Statement and/or the Post-Closing Working Capital Adjustment shall be conclusive and binding upon the parties hereto.
The Post-Closing Adjustment shall be equal to the amount of the Post-Closing Working Capital Adjustment.