Common use of Final Post-Closing Balance Sheet Clause in Contracts

Final Post-Closing Balance Sheet. The Post-Closing Balance Sheet shall become final and binding upon the Parties upon the earliest of (i) the failure by the Seller to object thereto within the period permitted under, and otherwise in accordance with the requirements of, Section 1.3(c), (ii) the written agreement between the Buyer and the Seller with respect thereto, and (iii) the decision by the Arbiter with respect to disputes under Section 1.3(d). The Post-Closing Balance Sheet, as deemed to be agreed pursuant to clause (i) above, or as adjusted pursuant to the written agreement of the Buyer and the Seller, or the decision of the Arbiter, when final and binding, is referred to herein as the “Final Post-Closing Balance Sheet” and the “Final Closing Adjustment Amount” as reflected on the Final Post-Closing Balance Sheet, shall mean an amount, which may be positive or negative, equal to (A) the Closing Net Working Capital of the Company minus the Target Working Capital plus (B) the Closing Company Cash minus (C) the Closing Company Debt.