Final Closing Adjustment Clause Samples

Final Closing Adjustment. On or before Ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Shareholders the Final Closing Adjustment Statement and Balance Sheet together with its calculation ("Buyer's Calculation") of the Final Closing Adjustment based thereon as of the Effective Time. Shareholders may dispute Buyer's Calculation; provided, however, that Shareholders shall notify Buyer in writing of the disputed amount, and the basis of such dispute, within fifteen (15) Business Days of Shareholders' receipt of the Final Closing Adjustment Statement and Balance Sheet. In the event of a dispute with respect to any part of Buyer's Calculation, Buyer and Shareholders shall attempt to mutually, and in good faith, reconcile their differences. If Buyer and Shareholders are unable to reach a resolution of such differences within thirty (30) days of receipt of Shareholders' written notice of dispute to Buyer, Shareholders and Buyer shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, who shall, acting as experts and not as arbitrators, be instructed to determine and report to the parties, within thirty (30) days after such submission, upon such remaining disputed amounts, and such report shall be final, binding and conclusive on the parties hereto with respect thereto. Any part of Buyer's Calculation (i) that is not disputed, or (ii) that was initially disputed by Shareholders and that is subsequently mutually agreed to in writing by Shareholders and Buyer, or (iii) that is finally determined by the Independent Accounting Firm; shall be deemed undisputed with regard to the "Final Closing Adjustment." The fees and disbursements of the Independent Accounting Firm shall be allocated equally between Buyer and Shareholders.

Final Closing Adjustment. No later than ninety (90) days after the Closing, Seller and Purchaser shall make a final adjustment to the prorations made pursuant to this Article (the “Final Closing Adjustment”). The Final Closing Adjustment shall be made in the following manner: all adjustments or prorations not made or not correctly made at the Closing shall be made or remade (as applicable) as a part of the Final Closing Adjustment. Any net adjustment in favor of Purchaser shall be paid in cash or cash equivalent by Seller to Purchaser no later than twenty (20) days after the Final Closing Adjustment. Any net adjustment in favor of Seller shall be paid in cash or cash equivalent by Purchaser to Seller no later than twenty (20) days after the Final Closing Adjustment.

Final Closing Adjustment. Within 60 days after the Closing Date, ListCo shall prepare and deliver to the Company Stockholder Representative a statement (the “Final Closing Statement”) setting forth the ListCo’s good faith calculation of the actual amounts of each item estimated in the Estimated Closing Statement (as of the Closing Date) and used in the calculation of the Net Working Adjustment and the resulting payments of the Merger Consideration, including: (1) the Cash; (2) the Indebtedness and the Payoff Amount; (3) the Transaction Expenses; (4) the Net Working Capital Adjustment; and (5) the resulting Merger Consideration payable (the “Final Merger Consideration Payable”). The Final Closing Statement shall be prepared in accordance with GAAP and the same methodology as the Company used to prepare the Estimated Closing Statement. If the Final Merger Consideration Payable is greater than the Estimated Merger Consideration Payable, ListCo will pay to the Company Stockholders the difference between the Final Merger Consideration Payable and the Estimated Merger Consideration Payable, which amount shall be allocated to the Company Stockholders in ListCo Class A Stock on a pro-rata basis (applied in accordance with the Allocation Schedule and the Organizational Documents) by dividing such amount by the ListCo 5-Day VWAP and allocating such ListCo Class A Stock to the Company Stockholders using the same methodology as was used to allocate the Merger Consideration in the Allocation Schedule. If the Final Merger Consideration Payable is less than the Estimated Merger Consideration Payable, then the Merger Consideration payable to the Company Stockholders and Management Employees shall be reduced by such amount, and each Company Stockholder’s and Management Employee’s Share Consideration shall be reduced in accordance with their pro-rata allocation of the Merger Consideration (the “Pro Rata Allocation”; such reduction to be applied in accordance with the Allocation Schedule and the Organizational Documents); provided that, each Company Stockholder’s or and Management Employee’s consideration shall be reduced by (i) first reducing such Company Stockholder’s or such Management Employee’s Pre-Funded Warrants issued to such Company Stockholder or such Management Employee; (ii) second, to the extent such Company Stockholder’s or such Management Employee’s Pre-Funded Warrants are insufficient, then such Company Stockholder’s or such Management Employee’s ListCo Class A Common Stock issued at ...

Final Closing Adjustment. No later than six (6) months following the Closing Date (or, with respect to a particular proration, such as a proration requiring calendar or fiscal year-end or similar reconciliation, and only to the extent necessary to calculate the final amount thereof, by June 30, 2011), Seller and Purchaser shall make a final adjustment to the prorations made pursuant to this Section 5 (the “Final Closing Adjustment”). The Final Closing Adjustment shall be made in the following manner:

Final Closing Adjustment. 6, 17 Final Closing Balance Sheet....................................................6

Final Closing Adjustment. 4.4.1 If the Final I/SP Adjustment Amount is greater than the Final Merial Adjustment Amount, then Sanofi-Aventis will pay to Schering-Plough an amount equal to 50% of the absolute amount of the difference between the Final I/SP Adjustment Amount and the Final Merial Adjustment Amount. 4.4.2 If the Final Merial Adjustment Amount is greater than the Final I/SP Adjustment Amount, then Schering-Plough will pay to Sanofi-Aventis an amount equal to 50% of the absolute amount of the difference between the Final Merial Adjustment Amount and the Final I/SP Adjustment Amount. 4.4.3 For the avoidance of doubt, the Parties agree that the I/SP Enterprise Value and the Merial Enterprise Value shall be calculated pursuant to Clause 4.1 and Exhibit B without regard to the adjustments thereto pursuant to Clause 4.2 and Clause 4.3.

Final Closing Adjustment. (a) As promptly as practicable after the Closing Date, the Company shall deliver to ECI a statement of Debits and Credits as of the Closing Date (the "Closing Date Statement"). The Company and ECI shall engage the Omaha, Nebraska office of Deloitte & Touche LLP (the "Auditor") to perform an audit of the Debits and Credits shown on the Closing Date Statement. The Auditor shall, within 60 days after the Closing Date, deliver to the parties a report of the calculation of the Debits and the Credits (the "Final Statement"). The Final Statement shall be conclusive and binding upon the parties, absent fraud or manifest error. Each of the parties shall give the Auditor full access to its books, records, facilities and employees in connection with the Auditor's audit of the Final Statement. The fees and disbursements of the Auditor shall be paid equally by the Company and ECI. The amount by which the amount of the Debits shown on the Final Statement exceeds the amount of the Credits shown on the Final Statement is herein called the "Final Closing Adjustment." If the amount of Credits exceeds the amount of Debits, the Final Closing Adjustment shall be a negative amount. (b) If the Final Closing Adjustment exceeds the amount of the Closing Date Adjustment, then within three Business Days after receipt of the Final Statement by ECI, ECI shall cause ATNCo. to pay to the Company on account of the principal amount of the Retained Indebtedness by wire transfer of immediately available funds to an account specified by the Company therefor an amount in cash in U.S. dollars equal to the amount by which the Final Closing Adjustment exceeds the Closing Date Adjustment. If the amount of the payment to be made by ATNCo. under this clause (b) exceeds the remaining principal amount of the Retained Indebtedness, such excess amount shall be paid by ECI to the Company. (c) If the Final Closing Adjustment is less than the Closing Date Adjustment, then within three Business Days after receipt of the Final Statement by the Company, the Company shall pay to ECI by wire transfer of immediately available funds to an account specified by ECI therefor an amount in cash in U.S. dollars equal to the amount by which the Final Closing Adjustment is less than the amount of the Closing Date Adjustment. (d) For the avoidance of doubt, it is hereby acknowledged and agreed that a positive amount is always larger than any negative amount (e.g. $10 is $110 larger than -$100), that a negative amount is ...

Final Closing Adjustment. The parties acknowledge and agree that except as expressly set forth herein to the contrary, (i) Carsen is responsible for all costs, expenses, obligations and liabilities attributable to its assets, properties and businesses (including the Leased Facilities, the Assets and both the Excluded Businesses and the Acquired Businesses) attributable to the period prior to the close of business on the Effective Date (and with respect to the Excluded Businesses continuing thereafter) and (ii) Olympus is responsible for all costs, expenses, obligations and liabilities attributable to its assets, properties and businesses (including the Assets and the Acquired Businesses) attributable to the period following the close of business on the Effective Date. On or before the Settlement Date, the parties shall jointly prepare a schedule setting forth any and all payments made by Carsen prior to the Effective Date or by Olympus after the Effective Date that require prorating or allocation under the first sentence of this Section (e.g., utilities, subscriptions, memberships, prepaid expenses and other normally adjusted items, but only to the extent that such items are transferable to Olympus). Once this schedule is finalized and agreed upon, an amount equal to the resulting net adjustment (the “Final Adjustment Amount”) shall be paid by Carsen or Olympus to the other, depending on whether the net adjustment reflected on the schedule is in Olympus’s favor or Carsen’s favor.

Final Closing Adjustment. Within 180 days after the Closing Date, HMCE and Hunters Branch LLC shall make a final adjustment to the prorations made pursuant to this Article (the "Final Closing Adjustment"). The Final Closing Adjustment shall be made in the following manner: