Common use of Closing and Post-Closing Adjustments Clause in Contracts

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. The determination of the cost of the Inventory on the date of Closing shall be accomplished at and (a) No later than ninety (90) days after the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller its calculation of Closing Working Capital in accordance with GAAP, applied in a manner consistent with the following manner:calculation of Preliminary Working Capital. (ab) The Purchaser Within fifteen (15) days following receipt of Buyer's calculation of Closing Working Capital, Seller shall promptly prepare a schedule inform Buyer in writing of the Company's cost of the Inventory any objections to such calculation (the "INVENTORY SCHEDULEObjections"), setting forth written explanations of the Objections and the adjustments which Seller believes should be made; provided, however, that the historical methodology for creating inventory and accounts receivables reserves, which is set forth on Schedule 1.4(b), shall be used by Buyer in the calculation of Closing Working Capital. Following notice of the Objections, Buyer shall have fifteen (15) days to review and respond in writing to the Objections, setting forth written explanations in those areas where it disagrees with the Objections. Buyer and Seller shall then have an additional fifteen (15) days at the end of such period to attempt to resolve the Objections in good faith. During the periods set forth in this Section 1.4(b), the Company shall, and Buyer shall cause the Company to, make available to Seller such employees and records of the Company as may be necessary for the review of the Closing Working Capital. (c) If Buyer and Seller are unable to resolve all of their disagreements with respect to the Objections within the time periods specified in Section 1.4(b), they shall refer any unresolved Objections to a nationally recognized firm of independent certified public accountants as to which the parties mutually agree (the "Arbitrator"). If Buyer and Seller are unable to agree on the Arbitrator within 15 days of the expiration of the time periods specified in Section 1.4(b), then the Arbitrator shall be chosen by lot from among the top five nationally recognized accounting firms after each of Seller and Buyer have disqualified one such accounting firm. The Arbitrator shall determine, based on the information submitted by Buyer and Seller (and not by independent review), and only with respect to the remaining differences so submitted, whether and to what extent Closing Working Capital requires adjustment. The Arbitrator's determination, which shall be given to Buyer and Seller within thirty (30) days of the date of Closing. Purchaser shall deliver copies thereof referral to the Company and each Shareholder. The Company and the Shareholders and their respective representativesArbitrator, 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 partiesupon the parties hereto. The fees and expenses of such Arbitrator shall be paid one-half by Buyer and one-half by Seller. (d) If the Closing Working Capital is greater than the Preliminary Working Capital, 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 difference shall meet as soon as practicable be paid by Buyer to attempt to resolve any such objection Seller within five (5) business days of the Companyfinal determination of the amount of such adjustment, which shall be payable in cash by wire transfer or delivery of immediately available funds. If the parties agree in writing on a final Inventory Schedule within ten (10) days after Closing Working Capital is less than 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 PeriodPreliminary Working Capital, then the provisions of Section 9.12 difference shall become applicable and the Purchaser shall calculate the amounts be paid by Seller to Buyer within five business days of the Inventory Stream using final determination of the Inventory Schedule then amount of such adjustment, which shall be payable in dispute until either cash by wire transfer or delivery of immediately available funds. (ie) For all parties mutually agree upon a final Inventory Schedule or (ii) an arbitration award Tax purposes, any post-Closing adjustment to the Purchase Price pursuant to this Section 9.12 is entered which establishes a final Inventory Schedule. The Purchaser 1.4 shall pay be treated as an adjustment to the Company the difference, if any, resulting from any adjustments made to the Inventory SchedulePurchase Price.