Common use of Post-Closing Adjustment Amount Clause in Contracts

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. 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. i. Based on Sellers shall provide the final determination of Closing Statement within 60 days after the Final US Net Working Capital, the parties shall calculate the "US Post Closing. The Parties agree that an adjustment amount (“Post-Closing Adjustment Amount"” or “PCAA”) will be added to the Purchase Price (or subtracted from the Purchase Price if it is a negative number) to adjust the Purchase Price if the actual cash, debt and net working capital level at Closing deviate from the benchmark levels, which shall equal be calculated and determined by the Estimated US Net Working Capital less following table and formula: Cash (including short term bank deposits) and cash equivalents, on book of CIT and CTL as of the Final US Closing Date 0 Debt number on book of CIT and CTL as of the Closing Date, plus Assumed Liabilities, excluding the liabilities in connection with the Semiconductor Business to be transferred out to Camtek's New Entity and Camtek’s TW NewCo and certain Assumed Liabilities used in the calculation of Net Working Capital. If Note: for the US Post Closing Adjustment Amount purpose of this calculation, the debt number is a positive negative number. inter-company balances between CIT and CTL and Camtek or Camtek entities within the group, then an amount representing a reduction shall be disregarded and not be taken into account. As this is inter PCB BU transactions, and Buyers are buying the entire PCB BU. 0 Total current assets, excluding amounts used in the Asset calculation of Cash above, minus current liabilities (“Net Working Capital”) for the PCB Business as set forth in the Closing Statement. The higher of (aa) USD 16 million; and (bb) firstly the sum of Basic Purchase Price equal to such number and Earn-Out Amount, secondly which sum multiplied by 55.6% (Net Working Capital Ratio) The amount above shall be paid to adjusted downward by USD 75,000 for purpose of calculating Benchmark Levels. PCAA is determined as the sum of left column (“Actual Numbers”) minus the sum of right column (Benchmark Levels). PCAA could be a positive number or a negative number. The Actual Numbers shall be determined by a third party audit, in accordance with US Purchaser out GAAP and consistent with past accounting practice of the Escrow Amount PCB Business, of financial positions of the PCB Business at the last day of the calendar month of the Closing, as set forth in a Closing statement to be prepared by KPMG to state all the financial conditions listed on the left columns of the above table in this Section 2.5 (c) and provisions made for bad debts of the PCB Business in accordance with the Escrow Agreement; provided that if US GAAP (the Escrow Amount is insufficient to pay “Closing Statement”) The Closing Statement shall calculate and determine the entire US Post Closing Adjustment Amount, then PCAA. Exhibit 2.5(c) includes an example which shows (for demonstration purposes only) 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 calculation of the Final Canadian Net Working CapitalPCAA as of December 31, 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 funds2016.