Common use of Post-Closing Adjustment Amount Clause in Contracts

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) 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.