Post-Closing Determination Sample Clauses
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Post-Closing Determination. (a) Within sixty (60) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail.
(b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information.
(c) Unless the Seller, within 30 day...
Post-Closing Determination. Within sixty (60) days after the Closing Date, the Buyer and its auditors shall prepare, and deliver to the Seller Representative, (i) a statement, which shall include (A) a consolidated balance sheet of the Company and its Subsidiaries, and (B) the Buyer’s determinations of the Cash Amount, the Indebtedness Payoff Amount and the Net Working Capital Amount, and (ii) the Buyer’s calculation of the Actual Purchase Price (as defined below) (collectively, the “Draft Computation”). The Buyer and its auditors will make available to the Seller Representative and its auditors all records and work papers used in preparing the Draft Computation, and will prepare and deliver to the Seller Representative a detailed analysis of the changes behind any material variance(s) between the Buyer’s determinations of the Cash Amount, the Indebtedness Payoff Amount and the Net Working Capital Amount, and the corresponding estimates of such amounts as determined by the Company and referred to in Section 2.01 hereof. If the Seller Representative disagrees with any aspect of the Draft Computation, the Seller Representative may, within forty-five (45) days after receipt of the Draft Computation, deliver a notice (an “Objection Notice”) to the Buyer setting forth the Seller Representative’s determination of the Cash Amount, the Indebtedness Payoff Amount and/or the Net Working Capital Amount and the Seller Representative’s calculation of the Actual Purchase Price. If the Seller Representative does not deliver an Objection Notice to the Buyer within forty-five (45) days after receipt of the Draft Computation, then the parties hereto will be deemed to have agreed to the Draft Computation and such computation shall be deemed to be finally determined as set forth therein. The Buyer and the Seller Representative shall use reasonable efforts to resolve any disagreements as to the Draft Computation and the Objection Notice, but if they do not obtain a final resolution within forty-five (45) days after the Buyer has received the Objection Notice, the Buyer and the Seller Representative shall jointly retain McGladrey LLP, or such other accounting firm acceptable to the Buyer and the Seller Representative (the “Firm”) to resolve any remaining disagreements. The Buyer and the Seller Representative shall direct the Firm to render a determination within thirty (30) days after its retention and the Buyer, the Seller Representative and their respective agents shall cooperate with the Firm during it...
Post-Closing Determination. Within the later of (i) ninety (90) calendar days after the Closing Date and, if applicable, (ii) within five (5) Business Days of the final determination of the Specified SAR Liability pursuant to the applicable award agreement referred to in Section 1.1(b) of the Disclosure Schedule, Parent shall prepare and deliver to the Equityholder Representative good faith determinations and reasonably detailed computations of the Adjustment Items, each calculated in accordance with their respective definition herein, and, to the extent applicable, the Accounting Principles. From the date of delivery of such computations by Parent until the Adjustment Items are finally determined pursuant to this Section 2.7(b), Parent shall make available to the Equityholder Representative, at reasonable times during normal business hours and with reasonable advance notice, all records, work papers and appropriate personnel used in preparing the computations of the Adjustment Items or necessary to understand a component of the computation thereof, in each case solely for purposes of Equityholder Representative's review of Parent's computations of the Adjustment Items. If the Equityholder Representative disagrees with the computation of the Adjustment Items as calculated by Parent, the Equityholder Representative may, within thirty (30) calendar days after receipt of such calculations in accordance with this Section 2.7(b), deliver a notice (an "Objection Notice") on behalf of the Equityholders to Parent providing reasonable detail of the reasons for such disagreement and setting forth the Equityholder Representative's calculation of the Adjustment Items in dispute to the extent then known. The Objection Notice shall specify all Adjustment Items and amounts thereof as to which the Equityholder Representative disagrees, and the Equityholder Representative, on behalf of the Equityholders, shall be deemed to have agreed with all other Adjustment Items and amounts thereof as determined by Parent and such Adjustment Items and amounts shall be deemed to be finally determined and shall be final, conclusive and binding on the parties hereto and the Equityholders. If the Equityholder Representative does not deliver an Objection Notice within such thirty (30) calendar day period, then the Adjustment Items as determined by Parent shall be deemed to be finally determined and shall be final, conclusive and binding on the parties hereto and the Equityholders. If the Equityholder Representative de...
Post-Closing Determination. (a) Within one hundred twenty (120) days following the Closing Date, Buyers shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative (on behalf of the Sellers) a consolidated balance sheet of the Sellers as of the Effective Time and a written statement (together, with the balance sheet, the “Closing Statement”) of Buyers’ good faith and reasonable calculations of the following amounts: (i) the Closing Working Capital, (ii) the Closing Cash, (iii) the Closing Indebtedness, (iv) on the basis of the foregoing, a calculation of the Closing Purchase Price, the Adjusted US Purchase Price and the Adjusted Canada Purchase Price.
(b) During the thirty (30)-day period following Buyers’ delivery of the Closing Statement to the Sellers’ Representative (on behalf of the Sellers) (the “Review Period”), Buyers shall provide the Sellers’ Representative and its Representatives reasonable access to the relevant books and records of the Business for the purpose of facilitating the Sellers’ Representative’s review (on behalf of the Sellers) of the Closing Statement. The Closing Statement shall become final and binding at the end of the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative (on behalf of the Sellers) delivers to Buyers a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Representative (on behalf of the Sellers) shall be deemed to have agreed with all items and amounts in the Closing Statement not specifically referenced in a Notice of Disagreement provided prior to the end of the Review Period.
(c) During the thirty (30)-day period following delivery of a Notice of Disagreement by the Sellers’ Representative (on behalf of the Sellers) to Buyers (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Representative (on behalf of the Sellers) and Buyers within the Resolution Period shall be final and binding on the Parties for all purposes hereunder. If the Sellers’ Representative (on behalf of the Sellers) and Buyers have not resolved all such differences by the end of the Resolution Period, then the Sellers’ Representative and Buyers shall submit, in writ...
Post-Closing Determination. Within 90 days after the Closing -------------------------- Date, the Purchaser and its auditors will conduct a review (the "Closing ------- Review") of the Net Assets as of the close of business on the day before the ------ Closing Date and will prepare and deliver to the Seller a computation of the amount of the Net Assets as of the close of business on the day before the Closing Date (the "Draft Balance Sheet"). The Purchaser and its auditors will ------------------- make available to the Seller and its auditors all records and work papers used in preparing the Draft Balance Sheet. If the Seller disagrees with the computation of the Net Assets reflected on the Draft Balance Sheet, the Seller may, within thirty (30) days after receipt of the Draft Balance Sheet, deliver a notice (an "Objection Notice") to the Purchaser setting forth the Seller's ---------------- calculation of the amount of the Net Assets as of the close of business on the day before the Closing Date. The Purchaser and the Seller will use reasonable best efforts to resolve any disagreements as to the computation of the Net Assets, but if they do not obtain a final resolution within thirty (30) days after the Purchaser has received the Objection Notice, the Purchaser and the Seller will jointly retain an independent accounting firm of recognized national or regional standing (the "Firm") to resolve any remaining disagreements. If the ---- Purchaser and the Seller are unable to agree on the choice of the Firm, then the Firm will be a "big-six" accounting firm selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Purchaser and the Seller will direct the Firm to render a determination within 30 days of its retention and the Purchaser, the Seller, the Stockholders and their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in the Draft Balance Sheet set forth in the Objection Notice which the Purchaser and the Seller are unable to resolve. In resolving any disputed item, the Firm 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 Firm's determination will be based solely on presentations by the Purchaser and the Seller (i.e., not on independent review), and on the definition of Net Assets included herein. The determination of the Firm w...
Post-Closing Determination. Not later than 60 calendar days after the Closing Date, the Buyer shall deliver to the Seller the consolidated balance sheet of the Companies and Southland as of the opening of business on the Closing Date, assuming repayment of the notes referred to in Section 2.2 (the "Closing Balance Sheet"), prepared in accordance with GAAP, applied on a basis consistent with, and following the accounting principles, procedures, policies and methods employed in preparing, the June 30, 2004 Balance Sheet (including without limitation with respect to the computation of reserves) and reflecting the results of an inventory count to be completed by the Seller as soon as practicable prior to the Closing Date. The Closing Balance Sheet shall set forth a calculation of the Net Assets. During the preparation of the Closing Balance Sheet by the Buyer and the period of any dispute with respect to the application of this Section 3.2, the Seller shall cooperate with the Buyer to the extent reasonably requested by the Buyer to prepare the Closing Balance Sheet or to investigate the basis for any dispute. The Closing Balance Sheet shall be examined by the Seller, and the Seller shall, not later than 30 calendar days after receipt of the Closing Balance Sheet, render a report thereon (the "Closing Balance Sheet Report"). The Closing Balance Sheet Report shall list those items, if any, to which the Seller takes exception and the Seller's proposed adjustment. If the Seller fails to deliver to the Buyer the Closing Balance Sheet Report within 30 calendar days following receipt of the Closing Balance Sheet, the Seller shall be deemed to have accepted the Closing Balance Sheet for the purposes of any adjustment to the Cash Purchase Price under Section 3.
Post-Closing Determination. As soon as reasonably practical following the Closing Date, but in no event later than 120 days following the Closing Date, Purchaser shall deliver to Sellers (i) the Closing Date Schedule of Purchased Assets and Assumed Liabilities, prepared in accordance with the Transaction Accounting Principles, the Closing Date Mortgage Loan Schedule and the Closing Date Servicing Advance Schedule, and (ii) a statement (the “Purchase Price Adjustment Statement”) setting forth Purchaser’s calculation (prepared on an unaudited basis in accordance with the Transaction Accounting Principles and, with respect to principal balance, Book Value and other amounts to be determined by reference to the Books and Records, on a basis consistent with the Closing Date Schedule of Purchased Assets and Assumed Liabilities, the Closing Date Mortgage Loan Schedule and the Closing Date Servicing Advance Schedule) of the Purchase Price as of the Closing Date. Sellers shall provide Purchaser and its representatives full cooperation, including full access to books, records and employees in connection with the preparation of the Purchase Price Adjustment Statement.
Post-Closing Determination. (i) As soon as reasonably practicable, but in no event later than seventy five (75) days after the Closing Date, Purchasers shall deliver to Agent: (A) a statement of specified assets and liabilities of Sellers as of the close of business on the Closing Date, prepared using the methodology set forth in Schedule 1.13(a)(i) and, to the extent not inconsistent with such methodology, in accordance with GAAP, and containing the line items referenced in such Schedule 1.13(a)(i) (the “Closing Statement of Specified Assets and Liabilities”); (B) a statement in the form attached hereto as Schedule 1.13(a)(ii) (the “Closing Statement”), prepared using the methodology set forth in Schedule 1.13(a)(i) and, to the extent not inconsistent with such methodology, in accordance with GAAP, setting forth Purchasers’ calculation, based on the Closing Statement of Specified Assets and Liabilities, of (1) the actual amount of Accounts Receivable (the “Closing Accounts Receivable Amount”), including therein, without duplication, Purchasers’ calculation of the Reserves Provision and Rebates and Chargebacks Allowance, (2) the actual amount of Inventory, but only counting the Inventory in the Inventory Acknowledgement that meets the conditions set forth in Section 7.24 and that does not have an expiration date within three hundred sixty five (365) calendar days of the Inventory Count (the “Closing Inventory Amount”), (3) the actual amount of Prepaid Assets (the “Closing Prepaid Assets Amount”), (4) the actual amount of Trade Payables (the “Closing Trade Payables Amount”), (5) the actual amount of Accrued Expenses (the “Closing Accrued Expenses Amount”), (6) the aggregate amount of any Indebtedness not included in the calculation of the Closing Payment (the “Closing Indebtedness Amount”) and (7) the aggregate amount of Transaction Expenses not included in the calculation of the Closing Payment (the “Closing Transaction Expense Amount”), in each case, calculated as of the close of business on the Closing Date, with reasonable supporting detail, and (C) a calculation of the Closing Aggregate Amount, based on the amounts set forth in the Closing Statement.
(ii) If Agent disagrees with the calculation of the Closing Statement of Specified Assets and Liabilities, the Closing Statement, the Closing Accounts Receivable Amount, including the computation of the Reserves Provision and Rebates and Chargebacks Allowance taken into account in determining the Closing Accounts Receivable Amount, t...
Post-Closing Determination. (i) To the extent that the Estimated Purchase Payment Amount shall have been more than the sum of the Total Adjusted Capital of the European Subsidiaries and Europe Assets Value, the amount of such difference (less any interim payments to Buyer pursuant to Section 1.2(c)(i)) shall be paid to Buyer by Escrow Agent in accordance with the terms of the Escrow Agreement within five business days after the determination of such amount. The balance of the Escrow Fund together with interest earned on all amounts distributed to Seller, if any, shall thereafter be paid to Seller. To the extent the amount of the Escrow Fund is insufficient to pay to Buyer the excess of the Estimated Purchase -6- Payment Amount over the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, Merisel shall pay to Buyer any shortfall within five business days of the determination of such amount by wire transfer. To the extent that the Estimated Purchase Payment Amount is less than the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, the total Escrow Payment plus a cash consideration equal to the amount of any remaining difference (less any interim payments to Europe, pursuant to Section 1.2(c)(i)) shall be paid by Buyer to Europe, within five business days after the determination of such amount, by wire transfer. Notwithstanding anything to the contrary in this Agreement, the terms of the Escrow Agreement shall govern all payments to Buyer or Europe from the Escrow Fund.
(ii) To the extent that the amount of the shareholders equity of Latin America and Mexico as set forth on the Latin/Mexico Closing Balance Sheet, assuming all liabilities of Latin America and Mexico to Merisel or any of its other affiliates have been capitalized (the "Closing Equity Value"), is less than the sum of (x) the amount of adjusted shareholders equity of Latin America and Mexico as of June 30, 1996 which the parties hereby agree is $36,698,191 computed as shown on Schedule 1.2(a) plus (y) the net pretax earnings of Latin America and the net earnings of Mexico between July 1, 1996 and the Closing Date as reflected in the monthly financial statements of Latin America and Mexico plus any provision which would increase the reserve for inventory, receivables and/or other accruals in excess of normal provisions for inventory, receivables and/or other accruals, computed consistently with past practice, less (z) $1.5 million (the "Minimum Latin/Mexico Equity Val...
Post-Closing Determination. (i) Within sixty (60) days after the Closing Date, Purchaser shall conduct a review of the Closing Working Capital and shall deliver to Agent a statement (the “Closing Statement”) setting forth Purchaser’s calculation of Closing Working Capital, Closing Indebtedness and Company Transaction Expenses. The Purchaser shall also make available the back-up calculations from which the Closing Statement was determined. Purchaser will prepare the Closing Working Capital on an accrual basis in accordance with GAAP using the same accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the preparation of the Company’s Financial Statements. Purchaser shall also make available to Agent all financial records, work papers, or other documentation as Agent may reasonably request in connection with its review of the Closing Statement.
(ii) If Agent disagrees with the computation of the Closing Working Capital, Closing Indebtedness or Company Transaction Expenses as reflected on the Closing Statement, Agent may, within thirty (30) days after receipt of the Closing Statement deliver a notice (an “Objection Notice”) to Purchaser setting forth in reasonable detail the Agent’s objections. If an Objection Notice is not delivered to Purchaser within such thirty (30) day period, then the computation of the Closing Working Capital, Closing Indebtedness and Company Transaction Expenses as reflected on the Closing Statement