Common use of Payment of Post-Closing Adjustment Clause in Contracts

Payment of Post-Closing Adjustment. (i) If the Post-Closing Adjustment is a Shortfall, Newco shall, within ten (10) Business Days after the final determination of the Post-Closing Adjustment, (A) deduct the amount of the Post-Closing Adjustment from the Holdback Amount, and (B) disburse any remaining balance of the Holdback Amount as provided in Section 2.07. If such Shortfall is greater than the Holdback Amount, then Newco shall credit against the balance of the Convertible Note the amount by which such Shortfall exceeds the Holdback Amount. (ii) If the Post-Closing Adjustment is an Excess, Newco shall, within ten (10) Business Days after the final determination of the Post-Closing Adjustment, distribute an amount equal to such Excess, together with the Holdback Amount, as provided in Section 2.07.