Closing and Post-Closing Adjustments Sample Clauses
The "Closing and Post-Closing Adjustments" clause defines how the final purchase price or other key terms of a transaction are recalculated and settled after the closing date. Typically, this involves reviewing actual financial figures, such as working capital or inventory, as of the closing date and comparing them to estimates or agreed-upon targets. If discrepancies are found, payments may be made by either party to correct the difference. This clause ensures that both parties receive a fair outcome based on the actual state of the business at closing, addressing uncertainties and preventing disputes over financial matters that may only become clear after the transaction is completed.
Closing and Post-Closing Adjustments. (a) Not later than the fifth Business Day prior to the Closing Date, Seller and Parent shall deliver to Purchaser a statement (the “Estimated Closing Statement”), consisting of (i) an estimated balance sheet of MONY as of the Closing Date after giving effect to the Pre-Closing Transactions and pro forma effect to the sale of Investment Assets that will be effected at the Closing pursuant to Section 5.16(b), (ii) an estimated calculation in reasonable detail of Adjusted Statutory Book Value as of the Closing Date (the “Estimated Adjusted Statutory Book Value”), (iii) an estimated calculation in reasonable detail of the Tax Asset Value as of the Closing Date (the “Estimated Tax Asset Value”), (iv) an estimated calculation of the Initial Reinsurance Premium and the Adjusted Ceding Commission (each as defined in the MLOA Reinsurance Agreement) and (v) a list of the Transferred Assets (as defined in the MLOA Reinsurance Agreement) to be transferred by MLOA to Purchaser or, at Purchaser’s discretion, to Purchaser by transfer to the Trust Account (as defined in the MLOA Reinsurance Agreement), on the Closing Date pursuant to the MLOA Reinsurance Agreement, including the Company Statutory Book Value (including investment income due and accrued, but excluding the amount of any principal and interest (to the extent included in such valuation) paid or to be paid to MLOA (and not Purchaser) following the date of determination as holder of record of such asset on or prior to the Closing) as of the last day of the second month immediately preceding the month in which the Closing shall occur or, in the case of the Closing occurring on December 31, 2013, as of November 30, 2013, or in any case as of such other date mutually agreed by the parties. The Estimated Closing Statement shall be estimated in good faith and based upon the Books and Records after giving effect to the Pre-Closing Transactions and pro forma effect to the sale of Investment Assets that will be effected at the Closing pursuant to Section 5.16(b). The Estimated Closing Statement shall be in the form of Schedule 2.5(a)(i) hereto and prepared and calculated in accordance with the methodologies, procedures, judgments, assumptions and estimates described on Schedule 2.5(a)(ii) hereto (the “Closing Statement Methodologies”). For illustrative purposes only (except with respect to the representation set forth in the last sentence of Section 3.16(a)(i)), attached as Schedule 2.5(a)(iii) hereto is an Estimated Cl...
Closing and Post-Closing Adjustments. All adjustments normal in asset acquisitions, including but not limited to rents and employee compensation, telephone charges, personal property taxes, customer prepayments, if relating to a period before and after the Closing Date, shall be apportioned between Seller and Purchaser according to the number of days in the period covered thereby which occurred prior to and including the Closing Date and subsequent to the Closing Date. The aggregate amount of any adjustment shall be determined and paid as of the Closing Date. Any additional amounts determined after the Closing Date to be paid by either party under this Section 3.4 shall be paid by check delivered within seven (7) days following determination of the amount of any such adjustment.
Closing and Post-Closing Adjustments. Seller and Buyer shall mutually reconcile all closing adjustments relating to the Transferred Assets and the Business of Seller prior to, or at, the Closing. The parties agree as follows in regards to the ongoing tracking, allocation, and collection of each party's Photographic Asset receivables post-Closing:
(a) At Closing, Seller shall provide Buyer with a complete list of Seller's outstanding pre-Closing receivables that have open invoices. Seller may continue to collect/attempt to collect all such outstanding pre-Closing receivables, without limitation, for as long as Seller wishes. Should Buyer happen to receive any customer payments for such identified outstanding pre-Closing receivables of Seller, Buyer shall remit such payments to Seller.
(b) For new post-Closing Seller receivables related to pre-Closing usage of Photographic Assets that is only reported by customers post-Closing, Seller may continue to create and issue new invoices for such receivables for a period of two (2) months following the Closing, and, for all new invoices properly created during this period (including invoices created for internal use), Seller may continue to collect/attempt to collect all such receivables associated with such new invoices, without limitation, for as long as Seller wishes. Should Buyer happen to receive any customer payments for such Seller receivables identified on such new invoices, Buyer shall remit such payments to Seller. In addition, to facilitate Sellers invoicing and collection efforts, Buyer shall share all Photographic Asset usage reports received by Buyer from customers during this same two (2) month period.
(c) After the Closing, Seller shall cooperate with Buyer in Buyer's efforts to transition customers to remitting usage reports for post-Closing Photographic Asset usage, and associated payments, directly to Buyer. To the extent that Seller continues to receive any such usage reports for post-Closing Photographic Asset usage, and/or associated payments, Seller shall remit all such reports and/or associated payments to Buyer.
(d) In addition, in order to aid the parties in properly identifying, verifying, and allocating the Photographic Asset receivables remitted to each party by customers post-Closing, each party agrees to exchange redacted copies of bank statements for all accounts used by such party to collect/deposit customer payments, in a manner sufficient only to identify all customer payments received by such party, for a period of si...
Closing and Post-Closing Adjustments. E30
5.1 Within sixty (60) days after the Closing Date (the "Post Closing Date"), Seller's Accountant will deliver to Purchaser No.1 and to Purchaser No. 2
Closing and Post-Closing Adjustments. The determination of the cost of the Inventory on the date of Closing shall be accomplished at and after the Closing in the following manner:
(a) The Purchaser shall promptly prepare a schedule of the Company's cost of the Inventory (the "INVENTORY SCHEDULE") within thirty (30) days of the date of Closing. Purchaser shall deliver copies thereof to the Company and each Shareholder. The Company and the Shareholders and their respective representatives, agents and advisors shall have full and complete access to the Company's former offices and premises and to the work papers and other records for the purpose of observing all aspects of the Purchaser's preparation of the Inventory Schedule.
(b) The Company and the Shareholders shall have ten (10) business days after receipt of the Inventory Schedule (the "REVIEW PERIOD") to review and verify the Inventory Schedule. If no party objects in writing to the Inventory Schedule within the Review Period, then the Inventory Schedule shall be final and binding on all parties, and the Purchaser shall calculate the Inventory Stream amounts using the Inventory Schedule in accordance with Section 1.3.1. If any party does so object within the Review Period then the parties shall meet as soon as practicable to attempt to resolve any such objection of the Company. If the parties agree in writing on a final Inventory Schedule within ten (10) days after the expiration of the Review Period, then Purchaser shall calculate the Inventory Stream amounts using that final Inventory Schedule in accordance with Section 1.3.1 and shall pay to the Company the difference, if any, resulting from any adjustments made to the Inventory Schedule. If the parties cannot agree upon a final Inventory Schedule within ten (10) days after the Review Period, then the provisions of Section 9.12 shall become applicable and the Purchaser shall calculate the amounts of the Inventory Stream using the Inventory Schedule then in dispute until either (i) all parties mutually agree upon a final Inventory Schedule or (ii) an arbitration award pursuant to Section 9.12 is entered which establishes a final Inventory Schedule. The Purchaser shall pay to the Company the difference, if any, resulting from any adjustments made to the Inventory Schedule.
Closing and Post-Closing Adjustments. As soon as practicable after the Closing, TBI shall pay to KNE an amount in cash sufficient to (i) compensate KNE for one-half of the direct salary cost paid by KNE for employees and independent contractors performing services for KNPC during the month of January, 1996, and (ii) compensate KNE for any other costs incurred by it in the ordinary course of KNPC's business for the month of January, 1996. Within fourteen (14) days following the Closing, KNE shall calculate and furnish to TBI the amount that will need to be paid by it or received by it to cause KNPC's working capital, deferred credits and deferred charges as of December 31, 1995 to have a zero balance. If a payment to KNPC by KNE is needed to cause such items to have a zero balance, KNE shall make such payment when it delivers such calculation to TBI. If a payment by KNPC to KNE is needed to cause such items to have a zero balance, KNPC shall make such payment to KNE.
Closing and Post-Closing Adjustments. 4.4(a) Closing Balance Sheet and Estimated Adjustment Schedules. No later than fifteen (15) days following the end of each calendar month following the date hereof and prior to the Closing, the District shall deliver, or cause to be prepared and delivered, to Newco and LCMC a Balance Sheet for such month, which Balance Sheet shall include a statement of the components of Specified Working Capital as of the Effective Time, in each case, calculated in accordance with this Agreement and certified by the Chief Financial Officer of the Facilities; provided that the components of Specified Working Capital shall be calculated in a manner consistent with Schedule 4.4(a) attached hereto. No later than ten (10) Business Days prior to the Closing, the District shall deliver, or cause to be prepared and delivered, to Newco and LCMC the most recent unaudited financial statement prepared by the District which shall include a Balance Sheet for the month immediately preceding the month during which the Closing will occur, which Balance Sheet shall include a statement of the components of Specified Working Capital as of the Effective Time, in each case calculated in accordance with this Agreement and certified by the Chief Financial Officer of the Facilities and which Balance Sheet and calculation of Specified Working Capital must be reasonably acceptable to LCMC. Such Balance Sheet or calculation of Specified Working Capital shall not bind Newco or LCMC with respect to the final determination of the Final Balance Sheet or the Final Adjustment Schedules (or any components thereof). Such Balance Sheet and the calculations of Specified Working Capital thereon are referred to as the “Estimated Balance Sheet” and the “Estimated Working Capital,” respectively.
Closing and Post-Closing Adjustments. All expenses of a nature which are customarily subject to proration in a transaction involving the purchase and sale of assets of an ongoing business shall be apportioned between Seller and Purchaser according to the number of days in the period covered thereby which occurred prior to and including the Closing Date, and the number of such days subsequent to the Closing Date. Those items subject to proration hereunder shall include, without limitation, personal property taxes, and customer prepayments. The aggregate amount of any adjustment shall be determined and paid as of the Closing Date. In addition to Purchase Price, Purchaser shall pay to Seller the sum of ONE HUNDRED FIFTY DOLLARS ($150) per automobile sold by Seller, which automobiles qualify for the 1997 Dealer Challenge described on Schedule 3.4 hereof (the "1997 Dealer Challenge"), provided that Purchaser qualifies for such program and actually receives such funds from Franchiser. The parties acknowledge and agree that such sums shall not be due and owing until such time as such funds are received by Purchaser from Franchiser. Purchaser shall exercise reasonable good faith efforts to qualify for the 1997 Dealer Challenge.
Closing and Post-Closing Adjustments. All expenses of a nature which are customarily subject to proration in a transaction involving the purchase and sale of assets of an ongoing business shall be apportioned between Seller and Purchaser according to the number of days in the period covered thereby which occurred prior to and including the Closing Date, and the number of such days subsequent to the Closing Date. Those items subject to proration hereunder shall include, without limitation, rent and all other amounts payable with respect to any lease for the Premises, employee compensation, personal property taxes, and customer prepayments. The aggregate amount of any adjustment shall be determined and paid as of the Closing Date. Any additional proration determined after the Closing Date to be paid by either party under this Section 3.4 shall be paid by check delivered within seven (7) days following determination of the amount of any such adjustment.
Closing and Post-Closing Adjustments. The determination of the cost of the Inventory on the date of Closing shall be accomplished at and after the Closing in the following manner: (a) The Purchaser shall promptly prepare a schedule of the Company's cost of the Inventory (the "Inventory Schedule") within thirty (30) days of the date of Closing. Purchaser shall deliver copies thereof to the Company and each Shareholder. The Company and the Shareholders and their respective representatives, agents and advisors shall have full and complete access to the Company's former offices and premises and to the work papers and other records for the purpose of observing all aspects of the Purchaser's preparation of the Inventory Schedule.