Post-Closing Adjustment Amount Clause Samples
Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean (i) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital as reflected on the Closing Date Statement (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement exceeds the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (i)), minus (ii) the amount, if any, by which the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital (it being understood that, notwithstanding the foregoing, if the Closing Date Working Capital as reflected on the Final Purchase Price Adjustment Statement is less than the Estimated Closing Date Working Capital by less than $50,000 of the Estimated Closing Date Working Capital, there shall be no adjustment to the Adjustment Amount pursuant to this clause (ii)) plus (iii) the Estimated Closing Debt Amount as reflected on the Closing Date Statement minus the Closing Date Debt as reflected on the Final Purchase Price Adjustment Statement, plus (iv) the Closing Date Cash as reflected on the Final Purchase Price Adjustment Statement minus the Estimated Closing Cash Amount as reflected on the Closing Date Statement, plus (v) the Estimated Transaction Costs as reflected on the Closing Date Statement minus the Transaction Costs as reflected on the Final Purchase Price Adjustment Statement.
(b) If the Adjustment Amount is a positive number or zero, then Buyer shall promptly transfer the Adjustment Amount to the accounts designated by the Contributors in accordance with the Allocation Schedule, which Adjustment Amount shall be payable, at Buyer’s election, in either cash or additional Class C Units which shall be issued at the Internalization Price Per Unit equal to the Adjustment Amount.
(c) If the Adjustment Amount is a negative number, then Contributors Representative, on behalf of Contributors, shall promptly transfer or cause to be transferred a number of OP Units to Buyer valued at the Internalization Price Per Unit equal to the absolute value of such Adjustment Amount; provided, that if Contributors Representative fails to tran...
Post-Closing Adjustment Amount. (i) If the Closing Cash Consideration, as finally determined pursuant to Section 2.4(b) (the “Final Closing Cash Consideration”), exceeds the Estimated Closing Cash Consideration, then within two (2) Business Days after the final determination of the Final Closing Cash Consideration in accordance with Section 2.4(b), (A) Buyer shall deposit, by wire transfer of immediately available funds to an account designated by Seller Representative, an amount in cash equal to the full amount by which the Final Closing Cash Consideration exceeds the Estimated Closing Cash Consideration, and as promptly as practicable thereafter, Seller Representative shall distribute, or cause to be distributed, such amount of cash to Sellers in accordance with their respective Pro Rata Shares, and (B) Buyer and Seller Representative shall provide a joint written instruction to the Escrow Agent to release promptly from the Adjustment Escrow Account, in accordance with the Escrow Agreement, the full amount of the Adjustment Escrow Account.
(ii) If (1) the Estimated Closing Cash Consideration exceeds the Final Closing Cash Consideration or (2) the Estimated Closing Cash Consideration equals the Final Closing Cash Consideration, as finally determined in accordance with Section 2.4(b), then within two (2) Business Days after the final determination of the Final Closing Cash Consideration in accordance with Section 2.4(b), Buyer and Seller Representative shall provide a joint written instruction to the Escrow Agent to release promptly from the Adjustment Escrow Account, in accordance with the Escrow Agreement, (A) the full amount by which the Estimated Closing Cash Consideration exceeds the Final Closing Cash Consideration to Buyer, and (B) to Sellers, in accordance with their respective Pro Rata Shares, the amount of the funds remaining in the Adjustment Escrow Account, after giving effect to the foregoing clause (A), if any; provided, however, that the Parties agree that the Adjustment Escrow Amount shall not be the sole source of Buyer’s right to receive the full amount by which the Estimated Closing Cash Consideration exceeds the Final Closing Cash Consideration, and that Sellers shall be liable for any shortfall.
Post-Closing Adjustment Amount. (i) If (A) the Estimated Working Capital is greater than the Final Working Capital and (B) the Final Working Capital is less than $0.00, then Parent will be entitled to recover the lesser of (1) the difference between $0.00 and the Final Working Capital or (2) the difference between the Estimated Working Capital and the Final Working Capital, in each case starting with dollar one, from the General Escrow Fund in accordance with Article 7, and disregarding the Indemnification Threshold provided for in Section 7.3(a).
(ii) If (A) the Final Working Capital is greater than the Estimated Working Capital and (B) the Estimated Working Capital is less than $0.00, then Parent will immediately pay, as additional Merger Consideration pursuant to Sections 1.5 and 1.6, to holders of Company Units and In-the-Money Vested Options the lesser of (1) the difference between $0.00 and the Estimated Working Capital or (2) the difference between the Estimated Working Capital and the Final Working Capital.
Post-Closing Adjustment Amount i. Based on the final determination of the Final US Net Working Capital, the parties shall calculate the "US Post Closing Adjustment Amount", which shall equal the Estimated US Net Working Capital less the Final US Net Working Capital. If the US Post Closing Adjustment Amount is a positive number, then an amount representing a reduction in the Asset Purchase Price equal to such number shall be paid to the US Purchaser out of the Escrow Amount in accordance with the Escrow Agreement; provided that if the Escrow Amount is insufficient to pay the entire US Post Closing Adjustment Amount, then the remainder shall be paid by W▇▇▇▇ US to the US Purchaser within five (5) Business Days of such final determination, by wire transfer of immediately available funds. If the US Post Closing Adjustment Amount is a negative number, then an amount representing additional Asset Purchase Price equal to the absolute value of such number shall be paid by US Purchaser to W▇▇▇▇ US within five (5) Business Days of such final determination, by wire transfer of immediately available funds.
ii. Based on the final determination of the Final Canadian Net Working Capital, the parties shall calculate the "Canadian Post Closing Adjustment Amount", which shall equal the Estimated Canadian Net Working Capital less the Final Canadian Net Working Capital. If the Canadian Post Closing Adjustment Amount is a positive number, then an amount representing a reduction in the Stock Purchase Payment equal to such number shall be paid out of the Escrow Amount to the Canadian Purchaser in accordance with the Escrow Agreement; provided that if the Escrow Amount is insufficient to pay the entire Canadian Post Closing Adjustment Amount, then the remainder shall be paid by Katy to the Canadian Purchaser within five (5) Business Days of such final determination, by wire transfer of immediately available funds. If the Canadian Post Closing Adjustment Amount is a negative number, then an amount representing additional Stock Purchase Payment equal to the absolute value of such number shall be paid by Canadian Purchaser to Katy within five (5) Business Days of such final determination, by wire transfer of immediately available funds.
Post-Closing Adjustment Amount. The “Post-Closing Adjustment Amount” shall mean an amount equal to the Post-Closing Development Cost Adjustment, plus the amount of the Updated Pre-Opening Cost Adjustment, minus the Post-Closing Residential Proceeds Adjustment. If the Post-Closing Adjustment Amount is a positive number, then MGM shall make a cash Capital Contribution an amount equal to the Post-Closing Adjustment Amount, which amount shall be immediately distributed to DW, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be decreased in an amount equal to two hundred percent (200%) of the amount of the Post-Closing Adjustment Amount. If the Post-Closing Adjustment Amount is a negative number, then DW shall make a cash Capital Contribution an amount equal to the Post-Closing Adjustment Amount, which amount shall be immediately distributed to MGM, and the initial Gross Asset Value of MGM’s Initial Capital Contribution shall be increased in an amount equal to two hundred percent (200%) of the absolute value of the Post-Closing Adjustment Amount.
Post-Closing Adjustment Amount. (a) If the Final New Inventory Amount exceeds the Estimated New Inventory Amount, then Purchaser shall pay to Seller, in the manner and with interest as provided in Section 3.5(d), the amount of such excess.
(b) If the Estimated New Inventory Amount exceeds the Final New Inventory Amount, then Seller shall pay to Purchaser, in the manner and with interest as provided in Section 3.5(d), the amount of such excess.
(c) For purposes of this Agreement, the following terms shall have the meanings specified below:
Post-Closing Adjustment Amount. (i) In order to determine the actual Working Capital, the actual Closing Indebtedness and the actual Company Transaction Costs on the Closing Date, and any corresponding adjustment to the Closing Purchase Price, Purchaser shall prepare (i) a balance sheet of the Company as of the Closing Date (as finally determined, the “Closing Date Balance Sheet”), (ii) a schedule of the Current Assets and Current Liabilities of the Company as of the Closing Date setting forth a calculation of the Working Capital as of the Closing Date (the “Final Working Capital” as reflected on the “Working Capital Schedule”), (iii) a schedule setting forth the Closing Indebtedness (the “Final Closing Indebtedness” as reflected on the “Indebtedness Schedule”), and (iv) a schedule of the Company Transaction Costs (the “Final Company Transaction Costs” as reflected on the “Company Transaction Costs Schedule”). On the basis of the Closing Date Balance Sheet, the Working Capital Schedule, the Indebtedness Schedule, and the Company Transaction Costs Schedule subject, however, to the rights of Purchaser and the Sellers as provided in Sections 2.4(d) and 2.4(e) below, and for purposes of calculating the Closing Purchase Price, the Base Purchase Price shall be:
(A) decreased, on a dollar-for-dollar basis, by the amount, if any, that the Final Working Capital on the Closing Date is less than the Target Working Capital or increased, on a dollar-for-dollar basis, by the amount, if any, that the Final Working Capital on the Closing Date is greater than the Target Working Capital (the “Working Capital Adjustment Amount”);
(B) decreased, on a dollar-for-dollar basis, by the amount of the Final Closing Indebtedness (the “Closing Indebtedness Adjustment Amount”); and
(C) decreased, on a dollar-for-dollar basis, by the amount of the Final Company Transaction Costs (the “Closing Transaction Costs Adjustment Amount” and, together with the Working Capital Adjustment Amount and the Closing Indebtedness Adjustment Amount, the “Adjustment Amounts”).
Post-Closing Adjustment Amount. The Post-Closing Adjustment Amount shall be the sum of the following: (i) all cash and cash equivalents held by the Subsidiaries and all balances in all bank accounts and short-term cash management accounts maintained by the Subsidiaries, as of the Closing Date, as set forth on a closing cash balance schedule delivered by Seller to Buyer on or before Adjustment Date and (ii) the difference between (x) the total assets less total liabilities of the ▇▇▇▇▇ Division (excluding cash and third-party debt (with the exception of the capital lease set forth on Schedule 2.03(b))) (the "Net Worth") as set forth on a Closing Date Balance Sheet delivered by Seller to Buyer on or before the Adjustment Date and prepared on a basis consistent with the September 30, 2000 pro forma balance sheet attached hereto as Schedule 2.05(b) and (y) the Net Worth of $68,746,000 as shown on the September 30, 2000 pro forma balance sheet of the ▇▇▇▇▇ Division attached hereto as Schedule 2.05(b).
Post-Closing Adjustment Amount. (a) The “Adjustment Amount,” which may be positive or negative, shall mean an amount equal to (i) the Final Cash Consideration, minus (ii) Cash Consideration.
(b) If the Adjustment Amount is a positive number or zero, then:
(i) GTY and the eCivis Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein to the eCivis Holders’ Representative for the benefit of the eCivis Holders; and
(ii) GTY shall promptly pay to the eCivis Holders’ Representative the Adjustment Amount for the benefit of the eCivis Holders.
(c) If the Adjustment Amount is a negative number, then GTY and the eCivis Holders’ Representative shall provide joint written instructions to the Escrow Agent to deliver promptly from the Purchase Price Escrow Account all of the funds contained therein as follows:
Post-Closing Adjustment Amount. The adjustment amounts with respect to the Final Transferred Working Capital and the Final Transferred Deducted Deferred Revenue, in each case, as determined pursuant to Section 2.4, shall be paid in accordance with the terms of Section 2.4.