Post-Closing Procedures Clause Samples

Post-Closing Procedures. (a) On or before the 130th day following the Closing Date, Buyer shall cause the Auditors to deliver draft copies of the Closing Balance Sheet, together with a calculation of the Total Equity of the Company as of the Closing Date (the "Final Total Equity"), the Positive Total Equity Adjustment (if any), the Negative Total Equity Adjustment (if any) and the Sludge Amount (if any) (collectively, the "Closing Statements") to Seller. The fees and expenses of the Auditor shall be paid by Buyer. (b) Seller shall have 20 Business Days following receipt of the Closing Statements to advise Buyer in writing (the "Comment Notice") that Seller does not agree with the draft Closing Statements. If Seller does not issue a Comment Notice within the said 20 Business Day period (the "Comment Period"), then Seller shall be deemed to have accepted the Closing Statements. (c) If a Comment Notice is issued by Seller, then Seller, Buyer and the Auditors will use good faith efforts during the 10 Business Day period following the date of receipt of the Comment Notice by Buyer to resolve any difference they may have as to the issues in dispute. Such Comment Notice will identify with specificity the calculations or amounts with which Seller disagrees, or any other basis for such disagreement. In the event that Seller and Buyer reach agreement to resolve their differences within the 10 Business Day period they shall jointly prepare, execute and deliver to each other and the Auditors a certificate (the "Joint Certificate") setting forth their determinations with respect to all matters in dispute. (d) If Buyer and Seller cannot reach agreement during such 10 Business Day period referred to in Section 3.5(c), the disagreement shall be promptly submitted to an internationally recognized independent chartered accounting firm that does not have a conflict of interest with Seller or Buyer and selected by the Auditors (the "Independent Accountant"). The Independent Accountant shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Buyer and Seller have not reached agreement pursuant to the preceding provisions. The Independent Accountant's determinations shall be completed as promptly as practicable but in no event later than 20 Business Days following its selection. Upon reaching its determinations with respect to those matters ...
View SourceView Similar (7)
Post-Closing Procedures. After the Closing, Parent shall have the right to cause its independent auditors to conduct, at its sole expense, a roll-back audit of A&S's year-end audited financial statements to determine the accuracy of the balance sheet of A&S as of the Closing Date (the "Closing Balance Sheet"). Such audit will be conducted in accordance with procedures to be mutually agreed upon by the auditors of A&S and Parent to verify the appropriateness at, or as of the Cut-Off Date, of (i) the classification of assets and non-interest bearing liabilities between A&S and the Company, (ii) the application of funds by A&S prior to the Cut-Off Date, or (iii) tax allocations and other accruals. In conducting such activities, Parent shall be given the opportunity to discuss A&S's year-end audit with A&S's auditors and review work papers prepared by A&S's auditors in connection with the preparation of A&S's year-end audited financial statements. If Parent's independent auditors determine that inaccuracies existed in the Closing Balance Sheet, then adjustments shall be made to the calculations, allocations and payments made in connection with the transactions contemplated by this Agreement. If Parent and A&S fail to agree on the resolution of any of the matters in this Section 3.7, then such matter shall be referred to the Accountant (as defined in Section 1(b) of the Tax Sharing Agreement) for a binding determination. Parent and A&S shall deliver to the Accountant copies of any schedules or documentation that may be reasonably required by the Accountant to make its determination. Parent and A&S shall be entitled to make presentations to the Accountant in connection therewith. Parent and A&S shall use all reasonable efforts to cause the Accountant to promptly complete such determination.
View SourceView Similar (2)
Post-Closing Procedures. After the Closing, (a) Counsel for Triangle shall file the Articles of Exchange with the Colorado Secretary of State. (b) Counsel for PetCare shall file such instruments or documents with the Delaware Secretary of State as may be required by the General Corporation Law of the State of Delaware. (c) The board of directors of Triangle shall elect new officers for Triangle, and shall notify the stock transfer agent (Corporate Stock Transfer, Inc., Denver, Colorado) of the change in directors and officers of such corporation. (d) Upon approval of the reverse split of the outstanding shares of Common Stock of Triangle and the subsequent filing of the Articles of Amendment to the Articles of Incorporation of Triangle, counsel to Triangle shall deliver to Corporate Stock Transfer, Inc.(the stock transfer agent for Triangle) all of the certificates for the Triangle Shares which are subject to the Escrow Agreement and all of the certificates for the shares of Common Stock of Triangle which are subject to the Lockup Agreement, for reissue in the names of the record holders of such shares (taking into effect the reverse split and change of name of the corporation). Counsel to Triangle shall (i) cause the legend required by the Lockup Agreement to be placed on the new share certificates, and deliver the originals of such legended certificates to the persons and entities named in the Lockup Agreement; and (ii) hold the new share certificates for the shares subject to the Escrow Agreement pursuant to the terms thereof. (e) Subject to availability of the form, Triangle shall file with the SEC a registration statement on Form S-8 to register such number of shares of Common Stock of Triangle as may determined by the board of directors for issuance to employees and others.
View SourceView Similar (2)
Post-Closing Procedures. Following Closing, (a) the Parties shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments, and take such other action as may be necessary or advisable to carry out their obligations under this Agreement, and under any document, certificate or other instrument delivered pursuant to this Agreement. (b) if applicable, the Seller shall deliver to the Buyer any Records in the possession or control of the Seller no later than thirty days after the Closing Date, subject to all of the following: (i) The Seller is not required to provide any document or data that the Seller determines, in its absolute discretion, was generated for the Seller’s or the Seller’s Affiliates’ internal purposes. (ii) The Seller and its Affiliates shall not be required to provide any document or data that would cause the Seller or its Affiliates to breach any confidentiality or other contractual obligations. (c) the Buyer shall notify all pertinent operators, non-operators, oil or gas purchasers, Government Authorities, lessors, third parties and royalty owners that it has purchased the Assets immediately after Closing. (d) the Buyer shall notify the appropriate Government Authorities that it owns the Assets in a timely manner, and shall promptly provide copies of such notices to the Seller. (e) the Buyer shall be responsible for filing and recording of all instruments required to convey title of the Assets to the Buyer in the appropriate government records, including, but not limited to the courthouse records. Regardless of which Party files, the Buyer shall bear all costs and fees associated with such filing and recording. The Buyer shall supply the Seller with a true and accurate photocopy of each recorded and filed assignment within a reasonable period of time after such documents are available. (f) the Buyer shall be responsible for timely obtaining all consents that were not obtained prior to Closing and approvals of Government Authority customarily obtained subsequent to transfer of title and for all associated costs and fees. Subject to the qualifications set forth in Section 3.01, the Seller agrees to cooperate with the Buyer as reasonably necessary in order to obtain any such consent that was not obtained prior to Closing. (g) the Buyer shall assume all Assumed Obligations. (h) the Buyer shall promptly after Closing return to the Seller all original documents, data or materials delivered to the Buyer by or on behalf of the S...
View Source
Post-Closing Procedures. After Closing, the parties shall attend to the following matters: (a) the Purchaser shall be responsible to self-assess for taxes on the Clean Energy Assets, if applicable; and (b) the Vendor shall review its tax filings with the Purchaser to confirm they reasonably prevent negative tax consequences for the Purchaser.
View Source
Post-Closing Procedures. (A) Following Closing, the Parties shall execute, acknowledge and deliver, or cause to be executed, acknowledged and delivered, such instruments, and take such other action, as may be necessary or advisable to carry out their obligations under this Agreement, and under any document, certificate or other instrument delivered pursuant to this Agreement. (B) If applicable, Seller shall deliver to Buyer copies of any Asset Documents and Data in the possession or control of Seller that was not delivered to Buyer prior to the Closing, no later than sixty days after the Closing Date, subject to all of the following: (1) Seller is not required provide any document or Data that Seller determines, in its absolute discretion, was generated for Seller’s or Seller’s Affiliates’ internal purposes. (2) Seller may require that Buyer execute a Data License in accordance with Section 2.7. (3) Seller and its Affiliates shall not be required to provide any document or Data that would cause Seller or its Affiliates to breach any confidentiality or other contractual obligations. (C) Buyer shall notify all pertinent operators, non-operators, oil or gas purchasers, Government Entities, lessors and royalty owners that it has purchased the Assets immediately after Closing.
View Source
Post-Closing Procedures 
View SourceView Similar (8)

Related to Post-Closing Procedures

  • Closing Procedures Subject to satisfaction or waiver by the relevant Party of the conditions of Closing, on the Closing Date, the Sellers shall deliver actual possession of the Purchased Interest to the Purchaser and upon such delivery the Purchaser shall pay and issue the Purchase Price in accordance with Section 2.3.

  • Closing Procedure The Company or its assigns shall effect the ----------------- Repurchase by delivering or mailing to the Grantee (and/or, if applicable, his Permitted Transferees) written notice within six (6) months after the Termination Event or Bankruptcy, specifying a date within such six-month period in which the Repurchase shall be effected. Upon such notification, the Grantee and his Permitted Transferees shall promptly surrender to the Company any certificates representing the Restricted Shares being purchased, together with a duly executed stock power for the transfer of such Restricted Shares to the Company or the Company's assignee or assignees (as contemplated by Section 6, if applicable). Upon the Company's or its assignee's receipt of the certificates from the Grantee or his Permitted Transferees, the Company or its assignee or assignees shall deliver to him, her or them a check for the purchase price of the Restricted Shares being purchased, provided, however, that the Company may pay the purchase price for such shares by offsetting and canceling any indebtedness then owed by the Grantee to the Company. At such time, the Grantee and/or any holder of the Restricted Shares shall deliver to the Company the certificate or certificates representing the Restricted Shares so repurchased, duly endorsed for transfer, free and clear of any liens or encumbrances. The Repurchase obligation specified herein shall survive and remain in effect as to Restricted Shares following and notwithstanding any public offering by or merger or other transaction involving the Company and certificates representing such Restricted Shares shall bear legends to such effect.

  • Billing Procedures The Supporting Party will bill the Protecting Party for actual costs incurred for Assistance by Hire. Reimbursements will be limited to the provisions of the Agreement and the applicable OP, regardless of whether or not it is authorized on the Resource Order or other documentation produced by the incident. Reimbursable costs may include transportation, salary, overtime, per diem and other approved expenses of supporting agency personnel. Rates and conditions of use for the equipment and personnel are documented in the OP. Parties shall submit a bill within 90 days of the incident. Parties must use their own invoice form for billing under this Agreement to avoid any confusion with other services that may have been ordered under other agreements. Invoices must identify Supporting Party’s name, address, and Taxpayer Identification Number (Department only), fire name, order and request number, and bill number and amount. Invoice supporting documentation must include description of services performed, period of services performed, and any applicable cost share agreements. Supporting documentation will itemize details of billing, listing personnel, equipment, travel and per diem, aircraft, supplies and purchases as approved in the attached OP. It will also include itemized deductions for maintenance and repair of equipment. Department invoices will include “Record of Activities” (FSLA-5) and U.S. Forest Service invoices will include transaction register. Invoices for services under this agreement must be sent to: ▇▇▇▇▇ ▇▇▇▇▇▇▇, FFMO ▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇@▇▇.▇▇▇.▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇, FIRE CHIEF ▇.▇. ▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇ Telephone: ▇▇▇-▇▇▇-▇▇▇▇ FAX: ▇▇▇-▇▇▇-▇▇▇▇ Email: ▇▇▇▇▇▇▇▇▇▇▇.▇▇▇▇@▇▇▇▇▇▇▇▇.▇▇▇ All bills will have a payment due date 30 days upon receipt. Contested ▇▇▇▇▇▇▇▇: Written notice that a bill is contested will be mailed to the Party within 30 days of receipt of the invoice and will fully explain the contested items. Contested items should be resolved no later than 60 days following receipt of the written notice. Parties are responsible for facilitating resolution of contested ▇▇▇▇▇▇▇▇. Billing requirements and rates are documented in the attached OP.

  • Filing Procedures The Company shall (A) permit counsel to the Investor an opportunity to review and comment upon (i) each Registration Statement at least three (3) Trading Days prior to its filing with the SEC and (ii) all amendments and supplements to each Registration Statement (including, without limitation, the Prospectus contained therein) (except for Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and any similar or successor reports or Prospectus Supplements the contents of which is limited to that set forth in such reports) within a reasonable number of days prior to their filing with the SEC, and (B) shall reasonably consider any comments of the Investor and its counsel on any such Registration Statement or amendment or supplement thereto or to any Prospectus contained therein. The Company shall promptly furnish to the Investor, without charge, (i) electronic copies of any correspondence from the SEC or the staff of the SEC to the Company or its representatives relating to each Registration Statement (which correspondence shall be redacted to exclude any material, non-public information regarding the Company or any of its Subsidiaries), (ii) after the same is prepared and filed with the SEC, one (1) electronic copy of each Registration Statement and any amendment(s) and supplement(s) thereto, including, without limitation, financial statements and schedules, all documents incorporated therein by reference, if requested by the Investor, and all exhibits and (iii) upon the effectiveness of each Registration Statement, one (1) electronic copy of the Prospectus included in such Registration Statement and all amendments and supplements thereto; provided, however, the Company shall not be required to furnish any document to the extent such document is available on ▇▇▇▇▇).

  • Hiring Procedures Nothing contained in this Article 4 shall impair any of the rights of the Employer to hire new or additional employees to meet the employment needs of the Employer, in accordance with the terms and provisions of this collective bargaining Agreement or to meet the obligations of the Employer under Article 2, Section H of this Agreement or to take affirmative steps to comply with any requirements under any applicable Federal or State law prohibiting discrimination in employment.