Post-Closing Adjustment to the Purchase Price Sample Clauses

The Post-Closing Adjustment to the Purchase Price clause defines how the final purchase price of a transaction may be modified after the closing date based on certain financial metrics or conditions. Typically, this clause requires the parties to review the target company's actual financial statements or working capital as of the closing date and compare them to estimates or agreed-upon benchmarks. If discrepancies are found, the purchase price is adjusted upward or downward accordingly, often through a payment or refund between buyer and seller. This mechanism ensures that the final price accurately reflects the true financial position of the business at closing, protecting both parties from unexpected variances.
Post-Closing Adjustment to the Purchase Price. (a) Within sixty (60) days subsequent to the Closing Date, Buyer shall prepare in accordance with GAAP and the Estimated Closing Balance Sheet and deliver to Seller a consolidated balance sheet of the Business as of the close of business on the Closing Date (the "Closing Balance Sheet"). Upon completion of the Closing Balance Sheet, Buyer shall determine the post-closing cash adjustment (the "Cash Adjustment"), which Cash Adjustment shall be equal to the difference between the Working Capital of the Business as set forth on the Closing Balance Sheet and $11 million. If the Working Capital of the Business as set forth on the Closing Balance Sheet is less than $11 million, Seller shall pay to Buyer an amount equal to the Cash Adjustment. If the Working Capital of the Business as set forth on the Closing Balance Sheet is greater than $11 million, Buyer shall pay to Seller an amount equal to the Cash Adjustment. Notwithstanding the foregoing, neither party shall (i) be required to pay a Cash Adjustment under this Section 2.3 unless such Cash Adjustment exceeds $100,000, in which case the applicable party shall pay only such portion of the Cash Adjustment that exceeds $100,000, and (ii) be required, in any event, to pay a Cash Adjustment under this Section 2.3 that exceeds $900,000. Concurrently with Buyer's delivery to Seller of the Closing Balance Sheet, Buyer shall deliver to Seller a reasonably detailed calculation of the Cash Adjustment along with the basis for such calculations. If Seller does not object to the amount of the Cash Adjustment within thirty (30) days of receipt thereof, such Cash Adjustment shall be final and binding and Seller shall pay to Buyer, or Buyer shall pay to Seller, as the case may be, no later than the fifth (5th) business day after the thirtieth (30th) day following receipt of the calculation of the Cash Adjustment an amount in cash equal to the Cash Adjustment, if any. (b) If Seller objects to the Cash Adjustment, if any, it shall notify Buyer in writing within thirty (30) days following receipt thereof, setting forth in specific detail the basis for its objection and its proposal for any adjustments to the Cash Adjustment. Buyer and Seller shall seek in good faith to reach agreement as to any such proposed adjustment or that no such adjustment is necessary within thirty (30) days following Buyer's receipt of written notice of Seller's objection. If agreement is reached in writing within such period as to all proposed further a...
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Post-Closing Adjustment to the Purchase Price. The amount finally determined in accordance with Section 2.3 for Net Working Capital (the “Actual Net Working Capital”), the amount finally determined in accordance with Section 2.3 for Cash (the “Actual Cash”), the amount finally determined in accordance with Section 2.3 for Company Expenses (the “Actual Company Expenses”), and the amount finally determined in accordance with Section 2.3 for Closing Indebtedness (the “Actual Indebtedness”) shall be used to calculate applicable post-Closing adjustments to the Cash Purchase Price in accordance with this Section 2.4.
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Post-Closing Adjustment to the Purchase Price. (a) No later than ninety (90) days following the Closing Date, Buyers shall prepare, have audited by an accounting firm (other than the Neutral Auditor) and deliver to Sellers the Final Balance Sheets and a written statement (such statement, as it may be adjusted pursuant to this Section 2.4, the “Final Closing Statement”) setting forth the Final Cash, the Final Change in Working Capital, the Final Outstanding Checks, and the calculation of such amounts for each of ▇▇▇▇▇▇ Europe, ▇▇▇▇▇▇ USA and CFI on a stand-alone basis. It is understood and agreed that the Final Closing Statement shall set forth the Final Change in Working Capital for each of ▇▇▇▇▇▇ Europe, ▇▇▇▇▇▇ USA and CFI on a stand-alone basis. The Final Closing Statement shall be used to determine the Final Purchase Price, by adjusting the Base Amount (without application of any adjustments to the Base Amount pursuant to Section 2.3) as follows: (i) the Base Amount shall be increased on a dollar-for-dollar basis by the following: (A) an amount equal to the Final Cash of ▇▇▇▇▇▇ Europe, ▇▇▇▇▇▇ USA and CFI; and (B) an amount equal to the Final Change in Working Capital for each of ▇▇▇▇▇▇ Europe, ▇▇▇▇▇▇ USA and CFI if such amount is in aggregate more than the Base Working Capital for ▇▇▇▇▇▇ Europe, ▇▇▇▇▇▇ USA and CFI; provided, however, that no adjustment shall be made if the Final Change in Working Capital exceeds the Base Working Capital by an amount equal to or less than $500,000; (ii) the Base Amount shall be decreased on a dollar-for-dollar basis by the following: (A) an amount equal to the Final Change in Working Capital for each of ▇▇▇▇▇▇ Europe, ▇▇▇▇▇▇ USA and CFI if such amount is in aggregate less than the Base Working Capital for ▇▇▇▇▇▇ Europe, ▇▇▇▇▇▇ USA and CFI; (B) an amount equal to the Final Outstanding Checks for each of ▇▇▇▇▇▇ Europe, ▇▇▇▇▇▇ USA and CFI; and (C) an amount equal to the Closing Indebtedness. (b) Within thirty (30) days following delivery of the Final Balance Sheets and the Final Closing Statement to Sellers, Sellers shall notify Buyers (i) that Sellers accept the Final Balance Sheets and the Final Closing Statement or (ii) that Sellers object (an “Objection Notice”) to an item or items reflected thereon. Such Objection Notice, if any, shall set forth Sellers’ objections to the Final Balance Sheets and the Final Closing Statement in reasonable detail. If Buyers and Sellers are unable to resolve the issues in dispute within thirty (30) days after delivery of the Objection...
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Post-Closing Adjustment to the Purchase Price. Following delivery of the Closing Date Balance Sheet in accordance with Section 2(l), the cash portion of the Purchase Price will be adjusted as follows: (i) Within 20 days after receipt of the Closing Date Balance Sheet, PentaStar or the Shareholder, as the case may be, will, in a written notice to the other either accept the Closing Date Balance Sheet or object to it by describing in reasonably specific detail any proposed adjustments to the Closing Date Balance Sheet and the estimated amounts of and reasons for such proposed adjustments. The failure by PentaStar or the Shareholder to object to the Closing Date Balance Sheet within such 20-day period will be deemed to be an acceptance by such Person of the Closing Date Balance Sheet. (ii) If any adjustments to the Closing Date Balance Sheet are proposed, PentaStar and the Shareholder will negotiate in good faith to resolve any dispute, provided that if the dispute is not resolved within 10 days following the receipt of the proposed adjustments described in Section 2(m)(i), PentaStar and the Shareholder will retain the Denver Colorado office of BDO Seid▇▇▇ ▇▇ resolve such dispute, which resolution will be final and binding. The fees and expenses of BDO Seid▇▇▇ ▇▇▇l be shared equally by PentaStar, on the one hand, and the Shareholder, on the other hand, and BDO Seid▇▇▇ ▇▇▇l be retained under a retention letter executed by the parties that specifies that the determination by said firm of any such disputes concerning the Closing Date Balance Sheet will be resolved in accordance with GAAP on a basis consistent with the historical accounting practices of the Company used in connection with the preparation of the Company's audited balance sheet for the period ended December 31, 1998, by choosing the position of Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇ or the objecting party under Section 2(m)(i) without change, within 30 days of the expiration of the 10-day period described in this Section 2(m)(ii). (iii) Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet by PentaStar and the Shareholder or the resolution of any disputes under Section 2(m)(ii), as the case may be, the cash portion of the Purchase Price will be adjusted as follows: First, to the extent that the amount of the Closing Date Liabilities as set forth on the Closing Date Balance Sheet is more than the amount of the Closing Date Liabilities as set forth on the Estimated Closing Date Balance Sheet, the cash portion of the Purchase Pr...
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Post-Closing Adjustment to the Purchase Price. The Purchase Price will be adjusted upwards or downwards as follows: (i) If the Final Working Capital (as finally determined pursuant to Section 1.06(b)) is less than the Estimated Working Capital, then the Purchase Price will be adjusted downward by the amount by which the Final Working Capital (as finally determined pursuant to Section 1.06(b)) is less than the Estimated Working Capital; (ii) If the Final Working Capital (as finally determined pursuant to Section 1.06(b)) is greater than $9,250,000, then the Purchase Price will be adjusted upward by an amount equal to the sum of (A) the amount by which the Final Working Capital (as finally determined pursuant to Section 1.06(b)) exceeds $9,250,000, plus (B) the amount by which the Estimated Working Capital is less than $8,750,000; (iii) If the Final Working Capital (as finally determined pursuant to Section 1.06(b)) is less than $9,250,000 but greater than $8,750,000, then the Purchase Price will be adjusted upward by the amount by which Estimated Working Capital is less than $8,750,000; or (iv) If the Final Working Capital (as finally determined pursuant to Section 1.06(b)) is less than $8,750,000 but greater than the Estimated Working Capital, then the Purchase Price will be adjusted upward by the amount by which the Final Working Capital (as finally determined pursuant to Section 1.06(b)) exceeds the Estimated Working Capital.
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Post-Closing Adjustment to the Purchase Price. As soon as practicable (but not more than five (5) Business Days) after the final determination of the Final Post-Closing Balance Sheet in accordance with Section 1.3(e): (i) the Buyer shall pay or cause to be paid to the Seller, by wire transfer of immediately available funds to the account designated by the Seller in writing, the amount, if any, by which the Final Closing Adjustment Amount as reflected in the Final Post-Closing Balance Sheet is greater than the Estimated Closing Adjustment Amount (and such payment shall result in an immediate upward adjustment to the Purchase Price by such amount); or (ii) the Seller shall pay or cause to be paid, by wire transfer of immediately available funds to an account designated by the Buyer in writing, the amount, if any, by which the Final Closing Adjustment Amount as reflected in the Final Post-Closing Balance Sheet is less than the Estimated Closing Adjustment Amount (and such payment shall result in an immediate downward adjustment to the Purchase Price by such amount).
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Post-Closing Adjustment to the Purchase Price. The Purchase Price shall be subject to adjustment, if any, at and after the Closing Date as set forth below.
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Post-Closing Adjustment to the Purchase Price. (a) Estimate of Net Closing Equity Amount. The Company shall prepare and deliver to Purchaser at least three (3) Business Days prior to the Closing Date an estimated balance sheet of the Company as of 12:01 am of the first day of the month immediately preceding the month that includes the Closing Date (the “Preliminary Closing Balance Sheet”), in form and substance reasonably satisfactory to Purchaser, which shall be prepared in accordance with the Company Accounting Protocols and on a “closing of the books” basis, along with a calculation estimating the Net Closing Equity Amount as of the 12:01 am as of the first day of the month immediately preceding the month that includes the Closing Date (such amount, the “Preliminary Net Closing Equity Amount”), together with documentation, reasonably satisfactory to Purchaser, in support of the calculation of the amounts set forth in the Preliminary Closing Balance Sheet.
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Post-Closing Adjustment to the Purchase Price 
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Related to Post-Closing Adjustment to the Purchase Price

  • 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 Purchase Price Adjustment 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser. 1.9.2 Purchaser shall, within thirty (30) days after the delivery of the Closing Net Working Capital Statement to it, complete its review of the Closing Net Working Capital reflected on the Closing Net Working Capital Statement. If Purchaser wishes to dispute the Closing Net Working Capital, Purchaser shall notify Seller in writing in reasonable detail of such disagreement and any reason therefore (“Purchaser’s Objection”), setting forth a specific description of the basis of Purchaser’s Objection and the adjustments to the Closing Net Working Capital that Purchaser believes should be made, on or before the last day of such thirty (30) day period, which Purchaser’s Objection may not be amended by Purchaser after it is delivered to Seller (except to withdraw any such Purchaser’s Objection). Any items on the Closing Net Working Capital Statements not disputed in Purchaser’s Objection shall be irrevocably deemed to be accepted by Purchaser. Seller shall then have thirty (30) days to review and respond to Purchaser’s Objection. If Seller and Purchaser are unable to resolve all of their disagreements with respect to the determination of the foregoing items within thirty (30) days following Seller’s receipt of Purchaser’s Objection (the “Negotiation Period”), they shall refer their remaining differences to a mutually agreeable independent accounting firm of national recognition (other than an independent accounting firm utilized by any of Seller, Apache or Purchaser or any Affiliate of any of the foregoing within the past three (3) years) acceptable to both Seller and Purchaser or if Seller and Purchaser are unable to agree as to such third party accounting firm within ten (10) days after the conclusion of the Negotiation Period, either Seller or Purchaser may request that the Chairman of the American Arbitration Association (or the nominated representative of the Chairman) appoint a third party accounting firm meeting the aforementioned requirements to resolve the dispute (the accounting firm selected being referred to as the “CPA Firm”), who shall determine, only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Net Working Capital requires adjustment. The procedure and schedule under which any dispute shall be submitted to the CPA Firm shall be as follows: (a) Within ten (10) days after the later of (i) the end of the Negotiation Period and (ii) the selection of the CPA Firm, Purchaser shall submit any unresolved elements of the Purchaser’s Objection to the CPA Firm in writing (with a copy to Seller), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute a withdrawal by Purchaser of the Purchaser’s Objection with respect to any unresolved element to which such failure relates. (b) Within fifteen (15) days following Purchaser’s submission of the unresolved elements of the Purchaser’s Objection as specified in sub-clause (a) above, Seller shall submit its response to the CPA Firm in writing (with a copy to Purchaser), supported by any documents and/or affidavits upon which it relies. Failure to timely do so shall constitute an acceptance by Seller with respect to any unresolved elements to which such failure relates. (c) The CPA Firm shall deliver its written determination to Purchaser and Seller no later than the thirtieth (30th) day after the remaining differences underlying Purchaser’s Objection are referred to the CPA Firm, or such longer period of time as the CPA Firm determines is necessary.

  • 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.

  • Purchase Price Adjustment (a) If, for the twelve (12)-month period ended December 31, 2010 (the “Adjustment Period”): (i) The EBITDA of the Nordic Business is less than $108,000,000 (the “EBITDA Floor”), Seller shall pay to Buyer as provided in Section 2.5(c)(iv) an amount equal to the excess of the EBITDA Floor over the EBITDA of the Nordic Business for the Adjustment Period; or (ii) The EBITDA of the Nordic Business is greater than $118,000,000 (the “EBITDA Ceiling”), Buyer shall pay to Seller as provided in Section 2.5(c)(iv) an amount equal to the excess of EBITDA of the Nordic Business for the Adjustment Period over the EBITDA Ceiling (any payment required pursuant to Sections 2.5(a)(i) or (ii), the “Contingent Payment”). For the avoidance of doubt, no payment shall be required pursuant to this Section 2.5 if EBITDA of the Nordic Business for the Adjustment Period is greater than or equal to the EBITDA Floor and less than or equal to the EBITDA Ceiling. (b) Except as may otherwise be agreed by the parties, as promptly as practicable, but in no event later than ninety (90) days after the end of the Adjustment Period, Buyer shall in good faith prepare and deliver to Seller a statement (the “Adjustment Statement”) setting forth Buyer’s calculation of the EBITDA of the Nordic Business for the Adjustment Period, calculated on a basis consistent with Schedule D (for the avoidance of doubt, such calculation shall be performed in local currency and shall be converted into U.S. Dollars using the exchange rates set forth in Schedule D), and Buyer’s calculation of the Contingent Payment, if any, with respect thereto; provided, however, if the Adjustment Period ends on or prior to the Closing Date, such Adjustment Statement shall be delivered as promptly as practicable after Closing, but in no event later than ninety (90) days after Closing (in which case, for the avoidance of doubt, after the end of the Adjustment Period and prior to the Closing, Seller shall, in accordance with Section 6.2, permit Buyer and its Representatives to have reasonable access to the books, records and other documents (including work papers) reasonably necessary for Buyer to begin to prepare the Adjustment Statement). For the avoidance of doubt, in no event shall the Contingent Payment be payable prior to the Closing. (c) Without prejudice to any of Buyer’s rights hereunder, following delivery of the Adjustment Statement, the following provisions will apply: (i) Buyer shall, and shall cause the Nordic Companies to, permit Seller and its Representatives to have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with preparation of the Adjustment Statement and provide Seller with copies thereof (as reasonably requested by Seller). If Seller disagrees with Buyer’s calculation of the EBITDA of the Nordic Business for the Adjustment Period or the Contingent Payment, Seller shall, within sixty (60) days after Seller’s receipt of the Adjustment Statement, notify Buyer in writing of such disagreement by setting forth Seller’s calculation of the EBITDA of the Nordic Business for the Adjustment Period and the Contingent Payment, and describing in reasonable detail the basis for such disagreement (an “Adjustment Objection Notice”). If no Adjustment Objection Notice is delivered on or prior to the sixtieth (60th) day after Seller’s receipt of the Adjustment Statement, Buyer’s calculation of such EBITDA and the Contingent Payment shall be deemed to be binding on the parties hereto. If an Adjustment Objection Notice is timely delivered to Buyer, then Buyer and Seller shall negotiate in good faith to resolve their disagreements with respect to the computation of such EBITDA and the Contingent Payment. In the event that Buyer and Seller are unable to resolve all such disagreements within fifteen (15) days after Buyer’s receipt of such Adjustment Objection Notice, Buyer and Seller shall submit such remaining disagreements to the Auditor for resolution. (ii) Buyer and Seller shall use their respective reasonable efforts to cause the Auditor to resolve all remaining disagreements with respect to the computation of the EBITDA of the Nordic Business for the Adjustment Period and the amount of any Contingent Payment as soon as practicable, but in any event shall direct the Auditor to render a determination within forty-five (45) days after its retention. The Auditor shall consider only those items and amounts in Buyer’s and Seller’s respective calculations of such EBITDA and Contingent Payment that are identified as being items and amounts to which Buyer and Seller have been unable to agree on. In resolving any disputed item, the Auditor shall act as an expert and not as an arbitrator and the Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Auditor’s determination of such EBITDA and the amount of any Contingent Payment shall not be limited to the materials submitted by Buyer and Seller but may include any relevant accounting literature or guidance, and shall be based on Schedule D and the definition of “EBITDA” included herein. The determination of the Auditor shall be conclusive and binding upon the parties hereto. (iii) The costs and expenses of the Auditor in determining the EBITDA of the Nordic Business for the Adjustment Period and the amount of any Contingent Payment shall be borne equally by Buyer and Seller. (iv) Within five (5) Business Days after the EBITDA of the Nordic Business for the Adjustment Period and the amount of any Contingent Payment are finally determined pursuant to this Section 2.5, (A) if any Contingent Payment is payable pursuant to Section 2.5(a)(i), Seller shall pay the amount thereof by (x) wire transfer of immediately available funds to the account(s) designated by Buyer or (y) in a manner as otherwise agreed by the parties or (B) if any Contingent Payment is payable pursuant to Section 2.5(a)(ii), Buyer shall pay the amount thereof by (x) wire transfer of immediately available funds to the account(s) designated by Seller or (y) in a manner as otherwise agreed by the parties. (d) Following the Closing, until December 31, 2010, Buyer shall manage and operate the Nordic Business in a commercially reasonable manner and consistent with the business plan for the applicable Nordic Company for the then current year previously delivered to Buyer (the “Business Plan”). Seller acknowledges and agrees that, following the Closing, Buyer shall, in its sole and absolute discretion, have complete control over all strategic and operational decisions concerning the Nordic Business and may manage and operate the Nordic Companies and their businesses as Buyer determines in a manner consistent with the Business Plan. Seller further agrees that (i) the right of Buyer to receive the Contingent Payment does not create in Seller any right to control or direct the management and operations of the Nordic Companies and (ii) Seller will have no claim against Buyer or any of its Affiliates (including the Nordic Companies) with respect to the management and operation of the Nordic Companies, including any impact thereof on the EBITDA of the Nordic Companies or on the amount of any Contingent Payment. Notwithstanding the foregoing, the impact of any change as a result of any deviation from the Business Plan shall be excluded from the calculation of EBITDA. (e) All payments made pursuant to this Section 2.5 shall have the nature of adjustments to the Closing Purchase Price and shall be treated accordingly by all parties hereto (and all of their Affiliates) for all Tax purposes to the maximum extent permitted by applicable Law.