Post-Closing Earnings

Post-Closing Earnings. Shall mean, with respect to a Non-US Subsidiary as of any particular date upon which such earnings are required to be determined hereunder, an amount equal the aggregate current and accumulated earnings and profits accumulated from the Closing Date up to and including such date, without adjustment for any portion of any distribution that qualifies as Repatriation Amount (or Adjusted Repatriation Amount, as the case may be) hereunder.