Post-Closing Adjustment to Purchase Price Clause Samples
The Post-Closing Adjustment to Purchase Price clause establishes a mechanism for recalculating the final purchase price of an asset or business after the transaction has closed, based on actual financial figures as of the closing date. Typically, this involves comparing estimated values used at closing—such as working capital, inventory, or debt levels—to the actual amounts determined after closing, with any difference resulting in a payment from the buyer to the seller or vice versa. This clause ensures that both parties pay or receive a fair price that accurately reflects the true financial position at closing, thereby addressing uncertainties or changes in key financial metrics that may arise between signing and closing.
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Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not more than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”).
(b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer.
(c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and
(d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Refe...
Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as follows:
Post-Closing Adjustment to Purchase Price. The Company will calculate the Book Equity Value of the Company within ninety (90) days following the Closing Date. At that time the following adjustment to the Purchase Price will be made (the “Post Closing Adjustment Payment”) as follows: If the Book Equity Value exceeds the Cash Payment, the Purchaser shall make a cash payment to the Seller equal to One Hundred Ten Percent (110%) multiplied by the difference between the Book Equity Value and the Cash Payment no later than ninety (90) days post-Closing Date; If the Cash Payment exceeds One Hundred Ten Percent (110%) multiplied by the Book Equity Value, the Seller shall make a cash payment to the Purchaser equal to the difference between the Cash Payment and One Hundred Ten Percent (110%) multiplied by the Book Equity Value.
(a) Each Earn out Payment will be in an amount equal to twenty percent (20%) of the Company’s Pre-Tax Income for the Earn Out Year preceding each Earn Out Payment.
(b) Notwithstanding any provision herein to the contrary, the Earn Out will be reduced by the sum of (A) ten percent (10%) of the Company’s Book Equity Value (B) reduced or increased by the surplus or deficiency in the Company’s Warranty Reserve (C) any Pre-Tax Income Distributions to Seller made after the Closing Date; and, (z) any balance due Purchaser resulting from deficiency in funds in the Charleston Operating Charge Escrow as described in section 2.03 above.
(c) Notwithstanding any terms herein to the contrary Purchaser will deduct amounts due for the Earn Out Deductions from each Earn Out Payment until the Earn Out Deductions are paid in full. Upon payment in full of the Earn Out Deductions remaining Earn Out Payments will be paid to Seller as provided herein.
(d) Purchaser will ensure that all financial statements prepared by or for the Company post-Closing will be in conformity to GAAP.
(e) Purchaser will not permit and Company, post-Closing, will not make any distributions, transfers, payment, or loans to Purchaser or any subsidiary or affiliate of Purchaser or Company which may or would prevent Company from making any Earn Out Payment on the date it is due.
(f) Purchaser will provide Seller with the Company’s annual financial statements beginning with the period ending December 31, 2020 and continuing through December 31, 2024.
(g) Purchaser’s failure to pay any Earn Out Payment when due is a default under this Agreement entitling the Seller to seek any available remedies at law or equity, together with the reco...
Post-Closing Adjustment to Purchase Price. Subsection (b) of Section 2.05 of the Agreement is hereby amended and restated in its entirety to read as follows:
Post-Closing Adjustment to Purchase Price. Within one hundred twenty (120) calendar days after the Closing Date, the final unaudited balance sheets of the Hospitals as of the Closing Date (the "Final Balance Sheets"), which shall include a calculation of Net Working Capital as of the Closing Date, the Assumed Capital Lease Obligations and the Sick Pay Amount, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance Sheets, shall be permitted to review work papers of Seller or its accountants with respect to the preparation of the Final Balance Sheets and the books and records of Seller reasonably related thereto. The Interim Balance Sheets and the Final Balance Sheets shall be prepared in a manner consistent with the terms of Section 2.
Post-Closing Adjustment to Purchase Price. The Inventory has been valued in accordance with U.S. GAAP and Seller’s reserve and inventory policies. The parties hereto have mutually agreed upon markdowns for excess and obsolete. The parties hereto agree that the estimated value (after applying such markdowns) of the Inventory as of Closing is $475,049.98 (“Closing Inventory Amount”). Within thirty (30) days after all of the Inventory is received by the Buyer at its ▇▇▇▇▇▇▇▇▇, Iowa, Buyer shall notify Seller of any discrepancy in the count of such Inventory actually received by Buyer with the Inventory used for (Closing (Discrepancy Notice). No item of inventory shall be counted if it is broken, damaged or used. If the Discrepancy Notice shall indicate that the value of the Inventory is less than the Inventory Price paid at Closing, Seller shall refund to Buyer the amount of such discrepancy set forth in the Discrepancy Notice within 30 days of receipt of same by Seller. If the Discrepancy Notice shall indicate that the value of the Inventory is more than the Inventory Price paid at Closing, Buyer shall pay to Seller the amount of such discrepancy set forth in the Discrepancy Notice within 30 days of receipt of same by Buyer. If the parties cannot come to a mutual agreement regarding the amount of an adjustment under this Section such dispute shall be fully and finally resolved by binding arbitration in accordance with the American Arbitration Association Commercial Arbitration Rules.
Post-Closing Adjustment to Purchase Price. (i) Preparation of Closing Date Statement of Assets
(A) Within 60 days after the Closing Date, the Seller will cause Coopers & ▇▇▇▇▇▇▇ to perform the Agreed-Upon Procedures and assist in the preparation of a Statement of Assets (the "Closing Date Statement of Assets") for the NPB as of the Closing. The Closing Date Statement of Assets shall be prepared based upon the Accounting Convention. The Closing Date Statement of Assets will not reflect any Liabilities. In addition, the Seller will permit the Buyer (or its accountants) to participate in the substantially complete physical count of inventory and other tangible personal property and property, plant and equipment. Buyer and Seller will share equally the fees and expenses of Coopers & ▇▇▇▇▇▇▇ to assist in the preparation of the Closing Date Statement of Assets and the performance of the Agreed-Upon Procedures.
(B) If the Buyer has any objections to the Closing Date Statement of Assets, it will deliver a written statement setting forth such objections to the Seller within 45 days after
(a) (i)(B). The Closing Date Statement of Assets shall be deemed final if Buyer fails to object within 45 days after receipt or after any revisions are completed pursuant to this ss. 2.6(a)(i)(B).
(C) In the event the Parties submit any unresolved objections to an accounting firm for resolution as provided in ss. 2.6(a)(i)(B) above, the Buyer and the Seller will share equally the fees and expenses of the accounting firm.
(D) As part of Buyer's review of the Closing Date Statement of Assets or during the resolution of any dispute, including by the nationally-recognized accounting firm appointed to resolve disputes of the Parties pursuant to ss. 2.6(a)(i)(B), Buyer and its accountants and other representatives will be entitled to review the methodology and back-up materials used in preparing the Closing Date Statement of Assets in the presence of appropriate financial staff of Seller at reasonable times and upon reasonable notice.
Post-Closing Adjustment to Purchase Price. Within thirty (30) days after the Closing Date, Seller shall deliver to Purchaser an unaudited Balance Sheet Report and an income statement of the Business, prepared as of the Effective Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, ▇▇. ▇▇▇▇▇▇▇▇ and ▇▇. ▇▇▇▇▇▇. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (inc...
Post-Closing Adjustment to Purchase Price. (a) Within 90 days after the Closing, Citizens shall prepare and deliver to Parent and Buyer a Statement of Net Assets (the "Closing Statement of Net Assets") which reflects the Acquired Assets, as of 11:59 p.m. on the Closing Date, based on actual financial performance and calculated in the same manner, utilizing the same accounting principles, policies and methods utilized in preparing the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 1999), together with (A) an audit report of Seller's Accountants stating that the Closing Statement of Net Assets has been prepared utilizing the same accounting principles, policies and methods used in the preparation of the Interim Statement of Net Assets and (B) a calculation of Citizens' determination of the amount of increase or decrease in the amount of the Acquired Assets of the Business from the Interim Statement of Net Assets Date to the Closing Date which is derived from the Closing Statement of Net Assets ("Seller's Adjustment Amount"). The Closing Statement of Net Assets shall not give effect to any purchase accounting treatment arising from Buyer's purchase of the Acquired Assets. Buyer shall pay the fees and expenses of Seller's Accountants incurred in connection with this Section 2.6.
Post-Closing Adjustment to Purchase Price. The Closing Purchase Price shall be subject to adjustment after the Closing as follows:
(a) As soon as practicable, but no later than ninety (90) days following the Closing Date, the Purchaser shall prepare in good faith and deliver to the Seller each of the following, together with reasonable supporting documentation and reasonably detailed calculations therefor (collectively, the “Closing Financial Data”):
(i) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of immediately prior to the Closing (the “Closing Balance Sheet”);
(ii) a schedule of the Company Indebtedness, including the Purchaser’s determination of the Closing Net Intercompany Balance (the “Closing Company Indebtedness”);
(iii) a schedule of the Cash and Cash Equivalents (“Closing Cash and Cash Equivalents”);
(iv) a statement of Working Capital based on the Closing Balance Sheet (the “Closing Working Capital”);
(v) a schedule of the Company Transaction Expenses (the “Closing Company Transaction Expenses”);
(vi) a schedule of the Year One Insurance Policy Costs (the “Closing Insurance Policy Costs”); and
(vii) the Purchaser’s determination of the Net Adjustment Amount using the amounts set forth in the foregoing clauses (ii) through (vi). The Closing Financial Data shall be prepared in good faith and in accordance with the Accounting Principles (to the extent applicable), the definitions contained herein and the example set forth in Exhibit A hereto. The Closing Financial Data shall be accompanied by a certificate of the chief financial officer of the Purchaser stating that the Closing Financial Data has been prepared in accordance with the requirements of this Agreement and the Accounting Principles (to the extent applicable). Any actions taken by or at the direction of the Purchaser at or after the Closing shall not be taken into account for the purpose of preparing the Closing Balance Sheet or the Closing Working Capital.
(b) After receipt of the Closing Financial Data, the Seller and its Representatives shall have sixty (60) days (the “Review Period”) to review the Closing Financial Data. In connection with the review of the Closing Financial Data, the Purchaser shall give, and shall cause the Company and its Representatives to give, to the Seller and its Representatives reasonable access, upon reasonable prior notice, to the relevant books, records and other materials of the Company and its Subsidiaries and the personnel of, and work papers (subject to the ex...