Post-Closing Adjustments to Purchase Price Clause Samples
The "Post-Closing Adjustments to Purchase Price" clause defines the process for recalculating the final purchase price of an asset or business after the transaction has closed. Typically, this involves comparing estimated values used at closing—such as working capital, inventory, or debt levels—to the actual figures determined after a set review period. If discrepancies are found, the buyer or seller may owe additional payments or receive refunds to reflect the true value transferred. This clause ensures that both parties are treated fairly by aligning the final price with the actual financial condition of the asset or business at closing, thereby reducing the risk of overpayment or underpayment.
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Post-Closing Adjustments to Purchase Price. (a) On or before ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Statement setting forth the actual Purchase Price Adjustments. Each Party shall provide the other such data and information as may be reasonably requested to permit Seller to prepare such Statement or to permit Buyer to perform or cause to be performed an audit of such Statement. The revised Statement shall become final and binding upon the parties on the sixtieth (60th) day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar amount and the nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the dispute evidenced by the Notice of Disagreement by mutual agreement, or otherwise in accordance with Section 4.08.
(b) If the amount of the adjusted Purchase Price as set forth on the Final Statement exceeds the amount of the estimated adjusted Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the adjusted Purchase Price as set forth on the Final Statement exceeds the amount of the estimated adjusted Purchase Price paid at the Closing within five (5) business days after the Final Settlement Date, together with interest at the Interest Rate as accrued from the Closing Date until the date of payment. If the amount of the adjusted Purchase Price as set forth on the Final Statement is less than the amount of the estimated adjusted Purchase Price paid at the Closing, then Seller shall pay to Buyer the amount by which
Post-Closing Adjustments to Purchase Price. As soon as reasonably practicable, but within five (5) business days following the Closing Date, the Purchaser shall, based upon the general ledger and other books and records relating to the Branch, recalculate the amount of cash to be received or paid by the Purchaser as of the Closing Date using the Final Settlement Statement attached hereto as Exhibit 5.02 and incorporated herein by reference, and the amount of cash to be received or paid by the Purchaser shall be agreed upon by the Purchaser and Seller and shall be adjusted and paid, by the Seller or the Purchaser, as the case may be, as provided in such Exhibit 5.02 by wire transfer of immediately available funds.
Post-Closing Adjustments to Purchase Price. Not Applicable.
Post-Closing Adjustments to Purchase Price. (a) Earn-Out Statement. Promptly, but in any event within thirty five (35) days after the end of the Target Period (as defined on Schedule 2.7), Buyer shall in good faith prepare or cause to be prepared and furnished to the Company a written statement (the “Earn-Out Statement”) setting forth its calculation of the Company Revenues and Operating Margin (each as defined on Schedule 2.7), in each case, prepared in accordance with Schedule 2.7 hereto. Following receipt of the Earn-Out Statement, the Company shall be afforded a period of twenty (20) days to review the Buyer’s calculation of the Company Revenues and Operating Margin. At or before the end of the twenty (20) day review period, the Company shall either (i) accept the Earn-Out Statement in its entirety or (ii) deliver to the Buyer a written notice (a “Dispute Notice”) setting forth a detailed explanation of those items in or omitted from the Earn-Out Statement that the Company disputes, including the amount thereof (each, an “Item of Dispute”); provided, that the only basis on which the Company shall be permitted to submit an Item of Dispute is that such Item of Dispute was not prepared in accordance with the terms of this Agreement and Schedule 2.7, or contains mathematical or clerical errors. If the Company does not deliver a Dispute Notice to the Buyer within the twenty (20) day review period, the Company shall be deemed to have accepted the Earn-Out Statement in its entirety. If the Company delivers a Notice of Dispute in which some, but not all, of the items in the Earn-Out Statement are properly disputed, the Company shall be deemed to have accepted all of the items not disputed other than those not directly disputed but which are affected by an Item of Dispute. The Parties shall and shall cause their respective Affiliates to cooperate fully with Buyer in connection with the preparation of the Earn-Out Statement. After the delivery of the Earn-Out Statement, Buyer shall cooperate with the Company and its representatives in connection with its review of the Earn-Out Statement, including by providing the Company and its accountants reasonable access during business hours to materials used in the preparation of the Earn-Out Statement.
Post-Closing Adjustments to Purchase Price. The Purchase Price paid by SFC pursuant to Section 2.02 shall be subject to two post-Closing adjustments, the Archway Debt Adjustment and the Working Capital Adjustment both as defined below (collectively the "Adjustment Amounts", as further defined in this Section 2.04):
Post-Closing Adjustments to Purchase Price. (a) Net Asset Value Post-Closing Adjustment.
Post-Closing Adjustments to Purchase Price. To the extent the Parties determine following the Closing that the Purchase Price Adjustments set forth in the Closing Statement were incorrect, the Party owing monies shall make the appropriate payment or reimbursement to the other Party within five (5)
Post-Closing Adjustments to Purchase Price. (a) Calculation of Adjustments of Purchase Price
(1) Working Capital Adjustment
(A) if Adjustment Working Capital is greater than the sum of Working Capital plus $100,000, Buyer shall pay to ECA the amount by which Adjustment Working Capital exceeds Working Capital,
(B) if Adjustment Working Capital is less than Working Capital minus $100,000, ECA shall pay to Buyer the amount by which Working Capital exceeds Adjustment Working Capital,
Post-Closing Adjustments to Purchase Price. (a) The Purchase Price has been agreed to by the Parties hereto based upon the representations by the Agencies and the Shareholders that the Tangible Net Worth of the Agencies as of the Closing Date (calculated in the same manner that the Tangible Net Worth was calculated in preparing the August 31, 2003 balance sheet of the Agencies) was at least negative Four Hundred Ninety-Four Thousand One Hundred Sixty-Four and 00/100 Dollars (-$494,164.00) (the "Minimum Tangible Net Worth").
(b) As promptly as practicable, but not later than ninety (90) days after the Closing Date, the Acquiror will cause to be prepared and delivered to the Agencies and the Shareholders combined balance sheets for the Agencies as of the Closing Date (collectively the "Closing Balance Sheet"), and a certificate based on such Closing Balance Sheet setting forth the Acquiror's calculation of the Tangible Net Worth of the Agencies. The Closing Balance Sheet shall fairly present the consolidated financial position of the Agencies at the close of business on the Closing Date, prepared on a modified cash basis in accordance with general industry standards, applied on basis consistent with those used in the preparation of the Most Recent Financial Statements (as defined below). The Closing Balance Sheet shall not include any premiums or other amounts payable or to be payable to the Agencies for insurance policies having an effective date after the Closing Date. The Closing Balance Sheet shall be deemed final upon the earliest of (i) the date on which Acquiror and the Shareholders jointly agree that such documents are final, (ii) the tenth (10th) day after delivery of such documents pursuant to this Section 2.4(b), if the Shareholders have not delivered a notice to Acquiror expressing disagreement with such calculations and setting forth their calculations of such amount(s), or (iii) the date on which all disputes relating to such statements and calculations between the parties are resolved in accordance with Section 2.4(c). If the Shareholders deliver a notice of disagreement pursuant to this Section 2.4(b), such notice shall specify those items or amounts as to which they disagree, and they shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Tangible Net Worth delivered pursuant to Section 2.4(b) (except to the extent resolution of the items or amounts to which the Shareholders or Acquiror express disagreement require...
Post-Closing Adjustments to Purchase Price. (a) Within 60 days after the Closing Date, Buyer shall cause to be prepared and delivered to Sellers (i) a written statement (the “Working Capital Statement”), setting forth the calculation of the Net Working Capital as of the close of business on the day prior to the Closing Date (the “Closing Working Capital”) and (ii) an unaudited consolidated balance sheet of the Company (the “Closing Balance Sheet”) as of the close of business on the day prior to the Closing Date. The Closing Balance Sheet will be computed in accordance with GAAP and without regard to Schedule 2.2(a). The Closing Balance Sheet shall not contain any adjustments which Buyer believes may be necessary or appropriate as a result of Buyer’s purchase of the Shares (including changes based on Buyer’s intended method of conducting the Company’s business). The Closing Working Capital will be prepared based on the Closing Balance Sheet except that it shall be prepared in a manner consistent with the definition of Net Working Capital and Schedule 2.2(a).
(b) During the 30-day period following the receipt by Sellers of the Working Capital Statement, Sellers and their respective Representatives shall be permitted to review the working papers with respect to the Working Capital Statement and related financial statements, the Books and Records, and to have access to Company accounting and other personnel for the purpose of reviewing the Working Capital Statement. The Working Capital Statement shall become final and binding upon the parties on the 30th day following the receipt thereof by Sellers, unless Sellers give written notice to Buyer prior to such date of its disagreement with the Working Capital Statement or that Sellers have not been provided such access to requisite working papers, books and records, or personnel (“Notice of Disagreement”). Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement or lack of access, and include only disagreements based on mathematical errors, the Working Capital Statement not being prepared in accordance with this Section 2.2, or the determination of amounts involving discretion or judgment (including the amounts of reserves). If the Notice of Disagreement specifies lack of access, the period to specify disagreements shall be extended until 30 days after access has been granted. Further adjustments may not be proposed by any party thereafter. The Working Capital Statement (as it may be revised pursuant to the procedures des...