Repatriation Amount

Repatriation Amount. Shall mean, in respect of any Non-US Subsidiary, an amount equal to the lesser of (i) the excess, if any, of (A) the amount of such Dividend, over (B) the Post-Closing Earnings of such Non-US subsidiary as determined on the date immediately preceding the distribution date of such Dividend and (ii) the Repatriation Balance as determined immediately prior to the payment of such Dividend.