Common use of Post-Closing Adjustment Amount Clause in Contracts

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”).