Post-Closing Adjustment Procedure Clause Samples

POPULAR SAMPLE Copied 1 times
Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amou...
View SourceView Similar (14)
Post-Closing Adjustment Procedure. As soon as practicable after the Closing Date, but no later than 90 days after the Closing Date, Seller shall prepare and deliver to Buyer, in accordance with this Agreement, a statement (the Final Settlement Statement) setting forth each adjustment or payment under Section 2.2 that was not finally determined as of the Closing Date and showing the calculation of such adjustments. Within fifteen days after receipt of the Final Settlement Statement, or if Seller fails to deliver a Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-closing adjustment no later than fifteen days after Seller has received Buyer's proposed changes. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be called the Final Settlement Date. In accordance with Section 2.1(d), if (i)Buyer owes a net amount to Seller, Buyer shall pay in immediately available federal funds the amount of such difference to Seller or to Seller's account (as designated by Seller), or (ii) Seller owes a net amount to Buyer, Seller shall pay in immediately available federal funds the amount of such difference to Buyer or to Buyer's account (as designated by Buyer). Payment by Buyer or Seller of this portion, if any, of the Cash Adjustment shall be made within five days after the Final Settlement Date.
View SourceView Similar (5)
Post-Closing Adjustment Procedure. (a) Buyer shall prepare Closing Balance Sheets showing the Assets and the Assumed Liabilities as such Assets and Assumed Liabilities would be shown in accordance with U.S. GAAP or Canadian GAAP (as applicable) (the "Closing Balance Sheets") as of the Effective Time on the same basis and applying the same accounting principles, policies and practices that were used by Sellers in preparing the Latest Balance Sheets. Buyer shall then determine the Working Capital reflected on the Closing Balance Sheets (the "Closing Date Working Capital Amount"). Buyer shall deliver the Closing Balance Sheets and its determination of the Closing Date Working Capital Amount to Sellers within sixty (60) days following the Closing Date. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheets and determination of the Closing Date Working Capital Amount when received and Buyer shall provide Sellers with access to all related working papers and relevant accounting records. (b) If, within thirty (30) days following delivery of the Closing Balance Sheets and the Closing Date Working Capital Amount calculation, Sellers have not given Buyer written notice of their objection as to the Closing Date Working Capital Amount calculation (which notice shall state the basis of Sellers' objection), then the Closing Date Working Capital Amount calculated by Buyer shall be binding and conclusive on the parties. (c) If Sellers duly give Buyer such notice of objection, and if Sellers and Buyer fail to resolve the issues outstanding with respect to the Closing Balance Sheets and the calculation of the Closing Date Working Capital Amount within thirty (30) days of Buyer's receipt of Sellers' objection notice, Sellers and Buyer shall submit the issues remaining in dispute to an independent accounting firm mutually agreed to by Buyer and Sellers (the "Independent Accountants"), for resolution applying the principles, policies and practices referred to in Section 2.12(a). If issues are submitted to the Independent Accountants for resolution, (i) Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues a...
View Source
Post-Closing Adjustment Procedure. (a) Buyer shall prepare Closing Balance Sheets showing the Assets and the Assumed Liabilities as such Assets and Assumed Liabilities would be shown in accordance with U.S. GAAP or Canadian GAAP (as applicable) (the "Closing Balance Sheets") as of the Effective Time on the same basis and applying the same accounting principles, policies and practices that were used by Sellers in preparing the Latest Balance Sheets. Buyer shall then determine the Working Capital reflected on the Closing Balance Sheets (the "Closing Date Working Capital Amount"). Buyer shall deliver the Closing Balance Sheets and its determination of the Closing Date Working Capital Amount to Sellers within sixty (60) days following the Closing Date. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheets and determination of the Closing Date Working Capital Amount when received and Buyer shall provide Sellers with access to all related working papers and relevant accounting records. (b) If, within thirty (30) days following delivery of the Closing Balance Sheets and the Closing Date Working Capital Amount calculation, Sellers have not given Buyer written notice of their objection as to the Closing Date Working Capital Amount calculation (which notice shall state the basis of Sellers' objection), then the Closing Date Working Capital Amount calculated by Buyer shall be binding and conclusive on the parties. (c) If Sellers duly give Buyer such notice of objection, and if Sellers and Buyer fail to resolve the issues outstanding with respect to the Closing Balance Sheets and the calculation of the Closing Date Working Capital Amount within thirty (30) days of Buyer's receipt of Sellers' objection notice, Sellers and Buyer shall submit the issues remaining in dispute to an independent accounting firm mutually agreed to by Buyer and Sellers (the "Independent Accountants"), for resolution applying the principles, policies and practices referred to in Section 2.12(a). If issues are submitted to the Independent Accountants for resolution, (i) Sellers and Buyer shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues a...
View SourceView Similar (5)
Post-Closing Adjustment Procedure. At the Closing, Buyer Parent --------------------------------- shall, or Buyer Parent shall cause Buyer to, pay to Seller Two Million Dollars ($2,000,000) as a prepayment for the adjustments required under this Section 1.4.2. Upon the Adjustment Statement being deemed final in accordance with Section 1.4.1, a payment shall be made by Buyer or Seller, as applicable, in an amount equal to the amount set forth on either line 13 or 14, whichever is applicable, of the Adjustment Statement (the "Purchase Price Adjustment"), provided, that as noted on line 12 of the Adjustment Statement, any Purchase Price Adjustment to be paid by Buyer or Seller pursuant to this Section 1.4.2 has been reduced or increased, as applicable, by a $3,000,000 prepayment credit. The Purchase Price Adjustment shall be made by wire transfer of immediately available funds to the account specified by the recipient Party within five (5) business days after the date on which the Adjustment Statement is deemed final in accordance with Section 1.4.1.
View Source
Post-Closing Adjustment Procedure. (i) After the Closing, the Company shall prepare a balance sheet as of 11:59 p.m., California time, on the date immediately preceding the Closing Date (the “Closing Date Balance Sheet”) of the Company in a manner consistent with the Company’s balance sheet as of November 30, 2004. The Closing Date Balance Sheet shall set forth the actual amounts of (A) Cash, (B) Working Capital and (C)
View Source
Post-Closing Adjustment Procedure. Upon the Adjustment Statement being deemed final in accordance with Section 1.4.1, the Unadjusted Redemption Price shall be adjusted, up or down, as applicable, in an amount equal to the Adjustment Amount set forth on the Adjustment Statement (as so adjusted, the "Adjusted Redemption Price"). To the extent that the Adjusted Redemption Price exceeds the Unadjusted Redemption Price, the Company shall pay to Holdings the difference between such amounts, and to the extent that the Unadjusted Redemption Price exceeds the Adjusted Redemption Price, Holdings shall pay to the Company the difference between such amounts. Any payment required under this Section 1.4.2 shall be made by wire transfer of immediately available funds to the account specified by the party entitled to payment within five (5) business days after the date on which the Adjustment Statement is deemed final in accordance with Section 1.4.1.
View Source
Post-Closing Adjustment Procedure. (a) After Closing, Sellers will prepare and will cause Ernst & Young, the Company's certified public accountants, to prepare a balance sheet ("Closing Balance Sheet") of the Company as of the Closing Date, including a computation of Closing Net Asset Value as of the Closing Date. The cost of such Closing Balance Sheet shall be shared equally by Buyer and Sellers. Sellers will deliver the Closing Balance Sheet to Buyer as promptly as practicable after the Closing Date. If within ten (10) business days following delivery of the Closing Balance Sheet, Buyer has not given Sellers notice of its objection to the Closing Balance Sheet (such notice must contain a statement of the basis of Buyer's objection), then the Closing Net Asset Value reflected in the Closing Balance Sheet will be used in computing the final Purchase Price Adjustment required by Section
View Source

Related to Post-Closing Adjustment Procedure

  • Post-Closing Adjustment (a) Not more than twenty (20) days after the Closing Date, Purchasers shall deliver to Sellers a certificate of an authorized officer setting forth Purchasers’ calculation, as of the Closing Date, of the Net Working Capital (the “Proposed Closing Net Working Capital”). Such statement shall include separate line items, as of the Closing, for (i) cash and cash equivalents included in the Purchased Assets, (ii) the amount of outstanding accounts receivable included in the Purchased Assets, and (iii) the amount of Assumed Liabilities described in Section 2.7(a). (b) If within ten (10) days following delivery of the Proposed Closing Net Working Capital calculation Sellers have not given Purchasers written notice of their objection to the Proposed Closing Net Working Capital calculation (which notice shall state the basis of Sellers’ objection(s)), then the Proposed Closing Net Working Capital calculated by Purchasers (or any portion of the calculation to which Sellers do not object) shall constitute the “Final Closing Net Working Capital,” shall be binding and conclusive on the Parties. (c) If Sellers give Purchasers timely notice of objection, and if Sellers and Purchasers fail to resolve the issues outstanding with respect to the Proposed Closing Net Working Capital within ten (10) days of Purchasers’ receipt of Sellers’ objection notice, Sellers and Purchasers shall submit the issues remaining in dispute to the Houston office of Deloitte LLP (the “Independent Accountants”) for resolution. If for any reason the Houston office of Deloitte LLP is unwilling to act as the Independent Accountants, the Independent Accounts shall be such other recognized national or regional independent accounting firm mutually acceptable to Purchasers and Sellers. (d) If issues are submitted to the Independent Accountants for resolution, (1) Seller and Purchasers shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that Party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; and (2) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Seller and Purchasers within twenty (20) days of the submission to the Independent Accountants of the issues remaining in dispute, shall constitute the “Final Closing Net Working Capital,” shall be final, binding and conclusive on the Parties and shall be used in computing the Adjustment Amount. The costs and fees related to such determination by the Independent Accountants, including the costs relating to any negotiations with the Independent Accountants with respect to the terms and conditions of such Independent Accountants’ engagement, will be shared equally by Purchasers and Sellers. (e) If the Final Closing Net Working Capital is greater than the Estimated Net Working Capital then within five (5) Business Days of such Final Closing Net Working Capital being provided to the Purchasers, the Purchasers shall issue to Sellers the number of shares (rounded to the nearest whole share) of Hercules Common Stock equal to the quotient of (A) such excess, divided by (B) 3.36, provided that, in no event shall Purchasers be required to issue more than an aggregate of 22,321,425 shares of Hercules Common Stock pursuant to this Agreement, and if Purchasers would otherwise be required, but for this proviso, to issue more shares, then such additional amount owed to Sellers shall be paid in cash in an amount equal to the number of shares exceeding 22,321,425 multiplied by $3.36. If the Estimated Net Working Capital is greater than the Final Closing Net Working Capital, then the Sellers shall return to Purchasers for cancellation the number of Hercules Shares (rounded to the nearest whole share) equal to the quotient of (A) such excess, divided by (B) 3.36.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event (a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or (b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as the case may be, shall be within five (5) days of the Final Settlement Date.

  • Closing Adjustment (A) with the actual amount paid at the Closing for Paid Time Off. The ----- Sellers shall notify the Buyer in writing of any disputed items contained in the Assets Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by Seller and made part of the final determination of the adjustment, if any, to be made to the Purchase Price (the "Final Statement"). As soon as practical, but in any event within thirty (30) days following the Closing, the Sellers shall prepare and deliver to the Buyer an inventory determination (the "Inventory Determination") comparing the cost of the Inventory as of July 31, 1996, which is set forth in Schedule 2.3 hereto, with ------------ the actual cost (including the actual and reasonable freight and handling costs associated with acquiring and delivering the Inventory to the Sam's Club Locations) of the Inventory transferred on the Closing. The Sellers and the Buyer may each conduct their own physical count of the Inventory transferred on the Closing Date. The Buyer shall notify the Sellers in writing of any disputed items contained in the Inventory Determination within thirty (30) days from its delivery, and after such date all undisputed items shall be deemed accepted by the Buyer and made part of the Final Statement. In the event that the Sellers and the Buyer are unable to agree upon disputed items within thirty (30) days after the Buyer's notification thereof, then the amount of the disputed items shall be determined by the accounting firm of Price Waterhouse LLP, or such other firm selected by the Buyer within fifteen days after the end of such thirty day period. The disputed items shall be submitted to the selected accounting firm within thirty days after such accounting firm is selected. The determination by such accounting firm shall be conclusive and binding on all parties, shall be made within sixty days after such disputed items are so submitted and shall be made a part of the Final Statement. The Buyer shall pay all of the fees and expenses of the accounting firm settling any disputed items on the Final Statement.

  • Closing Adjustments Adjustments to the Purchase Price shall be made between Seller and Purchaser and shall be prorated on a per diem basis as of the Closing Date. The Closing Date shall be a day of income and expense for Purchaser. The following items shall be prorated and adjusted between Seller and Purchaser as of the Closing Date, except as otherwise specified: 9.1 Prepaid rents and other prepaid charges collected by Seller from Tenant for the month of Closing shall be prorated by credit to Purchaser. Rents and other charges which relate to periods prior to Closing which have not been collected as of Closing (collectively "Delinquent Rents") shall not be prorated. Seller shall have the right to collect Delinquent Rents from Tenant, which may include legal proceedings against Tenant as Seller deems appropriate, provided no such action shall demand possession or termination of the Lease. Any rents collected after closing shall be applied against the receivable as indicated by Tenant, provided if not specifically identifiable, rents collected after Closing from Tenant shall be applied: (i) first, rents due for the month in which such payment is received, (iii) second, to rents attributable to any period after Closing which are past due on the date of receipt, and (iv) third, to Delinquent Rents. After Closing, Seller shall promptly remit to Purchaser any rents received relating to periods after Closing and Purchaser shall promptly remit to Seller any Delinquent Rents received. The provision of this Section 9.1 shall survive Closing. 9.2 Real estate taxes, water, electricity, sewer, gas, telephone and other utilities and charges which are paid directly by Tenant under the Lease shall not be prorated. 9.3 To the extent that errors are discovered in, or additional information becomes available with respect to, the prorations and allocations made at Closing, Seller and Purchaser agree to make such post-Closing adjustments as may be necessary to correct any inaccuracy; however, all prorations (except for prorations and allocations of (i) ad valorem taxes, (ii) tenant reimbursables of taxes and operating expenses, as applicable and (iii) prorations or allocations that are then currently in dispute) shall be final no later than six (6) months after Closing.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.