Adjustment Amount Calculation Sample Clauses
Adjustment Amount Calculation. As soon as practicable after the Election Date, but not later than thirty (30) days after the Election Date, Buyer shall deliver to Seller (such date of delivery, the “Delivery Date”) its good faith determination of the Adjustment Amount (the “Adjustment Amount Calculation”), if any. During the period from the Closing Date until the Delivery Date, Seller shall give Buyer and its agents such access to the books and records of Seller as Buyer and its agents shall reasonably request during normal business hours in order to enable them to calculate the Adjustment Amount Calculation. During the period between the Delivery Date and the Objection Deadline (as defined below), Seller and its accountants shall be given reasonable access to the books and records of Buyer upon reasonable notice to verify the Adjustment Amount Calculation.
Adjustment Amount Calculation. (A) No later than ninety (90) days after the Completion Date, the Purchaser shall deliver to the Seller a statement reflecting the following (the "Draft Completion Calculation"), each other than the Seller Transaction Expenses determined as of the close of business on the Completion Date, but without giving effect to the consummation of the transactions contemplated by this Agreement or any financing transactions in connection therewith:
(1) the Completion Balance Sheet;
(2) the Adjusted Cash;
(3) the BDDG Bank Debt;
(4) the BDDG Debt Service Reserve Balance;
(5) the BDDG Net Bank Debt;
(6) the Consolidated Indebtedness;
(7) the Completion Working Capital;
(8) the Seller Transaction Expenses;
(9) the Adjustment Amount; and
(10) the Pro-Rata Adjustment Amount
(B) Immediately following delivery of the Draft Completion Calculation, the Purchaser shall, and shall cause the Company and BDDG to, provide to the Seller reasonable access, during regular business hours, to all information, documentation reasonably requested by the Seller or its financial advisors in respect of the Draft Completion Calculation, including but not limited to access to any financial books and records related to the Company and BDDG in accordance with customary protocols regarding such access.
(C) The Seller may object to the Draft Completion Calculation by written notice to the Purchaser within thirty (30) days following receipt thereof, which notice shall specify in reasonable detail those items or amounts as to which the Seller objects (the "Seller Objection Notice") and the Parties shall be deemed to have agreed upon all other items and amounts contained in such Draft Completion Calculation which are not impacted by items or amounts objected to in the Objection Notice. The Objection Notice shall set forth the Seller’s proposed adjustment to each disputed amount or calculation and the rationale for such disputes. If no Purchaser Objection Notice has been delivered or no Seller Objection Notice is made within the period, then the Draft Completion Calculation shall be conclusive, final and binding the Parties and shall constitute the "Final Completion Calculation" and the amount resulting will be the "Final Completion Amount".
(D) If a Purchaser Objection Notice has been delivered and/or a Seller Objection Notice is delivered by the Seller, the Parties shall in good faith attempt to resolve any matters in dispute as promptly as practicable. If the Parties are unable to resolve all such ...
Adjustment Amount Calculation. As soon as practicable after the Election Date, but not later than the Earnout Report Deadline, Buyer shall deliver to Member Representative (such date of delivery, the “Delivery Date”) its good faith determination of the Adjustment Amount (the “Adjustment Amount Calculation”), if any. During the period from the Closing Date until the Delivery Date, Member Representative shall give Buyer and its agents such access to the books and records of Seller Parties as Buyer and its agents shall reasonably request during normal business hours in order to enable them to calculate the Adjustment Amount Calculation. During the period between the Delivery Date and the Objection Deadline (as defined below), Member Representative and Seller Parties’ accountants shall be given reasonable access to the books and records of Buyer upon reasonable notice to verify the Adjustment Amount Calculation.
Adjustment Amount Calculation. As soon as practicable after the applicable AR Collection Deadline, but not later than thirty (30) days after the applicable AR Collection Deadline, the Buyer shall deliver to Seller (such date of delivery, the “Delivery Date”) its good faith determination of the Adjustment Amount (the “Adjustment Amount Calculation”), if any. During the period from the Closing Date until the Delivery Date, Seller shall give Buyer and its agents such access to the books and records of Seller as Buyer and its agents shall reasonably request during normal business hours in order to enable them to calculate the Adjustment Amount Calculation. During the period between the Delivery Date and the Objection Deadline (as defined below), Seller and its accountants shall be given reasonable access to the books and records of Buyer upon reasonable notice to verify the Adjustment Amount Calculation.