Common use of Post-Closing Adjustment Payment Clause in Contracts

Post-Closing Adjustment Payment. (a) The “Adjustment Amount” shall be an amount (which may be expressed as a positive or negative number) equal to the sum of (i) an amount (expressed as a positive or negative number) equal to the Working Capital Adjustment as finally determined pursuant to Section 2.11 minus the Working Capital Adjustment set forth in the Closing Payment Certificate; minus (ii) the amount (expressed as a positive or negative number) equal to the Company Transaction Expenses as finally determined pursuant to Section 2.11 minus the Company Transaction Expenses set forth in the Closing Payment Certificate; plus (iii) the amount (expressed as a positive or negative number) equal to the Cash as finally determined pursuant to Section 2.11 minus the Cash set forth in the Closing Payment Certificate; minus (iv) the amount (expressed as a positive or negative number) equal to the Company Debt as finally determined pursuant to Section 2.11 minus the Company Debt set forth in the Closing Payment Certificate. (b) If the Adjustment Amount, as finally determined pursuant to this Section 2.12, is a negative number, the Escrow Agent shall, within five (5) Business Days after the Final Resolution Date, deliver to Acquiror from the Working Capital Escrow Amount and, to the extent insufficient, from the Escrow Amount, a bank check, or wire transfer of immediately available funds to the account designated by Acquiror, in an aggregate amount equal to the Adjustment Amount. For the avoidance of doubt, no basket, threshold, cap, escrow or any other limitation shall apply to the adjustments in this Section 2.12. (c) If the Adjustment Amount, as finally determined pursuant to this Section 2.12, is a positive number, Acquiror shall, within five (5) Business Days after the Final Resolution Date, (i) deliver to the Paying Agent for distribution to the Securityholders in accordance with the Closing Payment Certificate, a wire transfer of immediately available funds in an aggregate amount equal to the Adjustment Amount and (ii) instruct the Escrow Agent to release to the Paying Agent the Working Capital Escrow Amount for distribution to the Securityholders in accordance with the Closing Payment Certificate. (d) If the Adjustment Amount, as finally determined pursuant to this Section 2.12, is a negative number but the absolute value of such negative number is less than the Working Capital Escrow Amount, Acquiror shall, within five (5) Business Days after the Final Resolution Date, instruct the Escrow Agent to release to the Paying Agent for distribution to the Securityholders in accordance with the Closing Payment Certificate, a wire transfer of immediately available funds in an aggregate amount equal to the Working Capital Escrow Amount minus the absolute value of the Adjustment Amount. (e) Any post-closing adjustment payments made under this Section 2.12 shall be treated as adjustments to the Estimated Merger Consideration for all Tax purposes.