“Post-Closing True Up” or “Post-Closing Adjustment” is a type of Purchase Price Adjustment, which occurs after the Closing of an M&A transaction and usually is led by the Buyer after it has assumed control of the Seller’s financial matters. After the Closing, the Buyer typically will deliver to the Seller for its review a statement setting forth the Buyer’s calculation of the Post-Closing Adjustment, which is based on actual financial information and results collected and observed by the Buyer since the Closing.

If the Post-Closing Adjustment is a positive number, then it is customary for the Buyer to pay to the Seller an amount equal to the amount of the Post-Closing Adjustment. Conversely, if the Post-Closing Adjustment is a negative number, then it is customary for the Seller to pay to the Buyer an amount equal to the amount of the Post-Closing Adjustment.