Adjustment Before and After the Closing Sample Clauses

Adjustment Before and After the Closing. The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 2.6:
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Adjustment Before and After the Closing. The Closing Purchase Price shall be subject to adjustment as follows:
Sample 1Sample 2See All (4)
Adjustment Before and After the Closing. The Merger Consideration shall be subject to adjustment as follows:
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Adjustment Before and After the Closing. The Total Consideration shall be subject to adjustment as follows:
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Adjustment Before and After the Closing. The Base Purchase Price shall be subject to adjustment as follows:
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Adjustment Before and After the Closing. (a) The Estimated Closing Adjustment and the Final Closing Adjustment shall be determined as set forth below in this Section 1.6: Not later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Buyer a statement in the form of the Closing Adjustment Statement (the “Estimated Closing Adjustment Statement”) setting forth the Company’s good faith and reasonable estimate of Estimated Closing Adjustment, including an estimated consolidated balance sheet of the Group Companies as of 11:59 PM Eastern time on the day immediately prior to the Closing Date, together with relevant backup materials reasonably requested by Buyer. The Estimated Closing Adjustment Statement and such consolidated balance sheet shall be prepared in accordance with the Accounting Principles. From the delivery of the Estimated Closing Adjustment Statement, the Buyer and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with representatives of the Group Companies and their accountants the Estimated Closing Adjustment Statement and shall be provided copies of, and have reasonable access, upon reasonable notice at reasonable times during normal business hours, to the work papers and supporting records of the Group Companies to the extent reasonably necessary to allow the Buyer and its accountants to verify the accuracy of the Estimated Closing Adjustment Statement; provided, however, that the foregoing right of access shall not require furnishing information that, (i) in the reasonable opinion of counsel, would violate any Law or result in the waiver of any attorney-client privilege, work product doctrine or other applicable privilege applicable to such documents or information that cannot be preserved with a customary common interest or similar agreement, or (ii) would violate or cause a default under, or give a third party the right to terminate or accelerate the rights under, any Contract in effect as of the date hereof. The Company will consider, in good faith, any reasonable comments to the Estimated Closing Adjustment Statement made by Buyer in good faith. The Estimated Closing Adjustment Statement, as proposed by the Company pursuant to Section 1.6(a), shall be deemed for purposes of this Section 1.6 to be the “Final Closing Adjustment Statement,” the Estimated Closing Adjustment items reflected thereon shall be deemed for purposes of this Section 1.6 to be the “Final Closing Adjustment I...
Sample 1
Adjustment Before and After the Closing. The Closing Cash Payment and the Additional Closing Payment (if the IPO Closing or a Change of Control of EIG Holdings occurs prior to the Closing and the Seller has not made an election to receive the Closing Promissory Note in lieu of the Additional Closing Payment) shall be initially determined and subject to adjustment as follows:
Sample 1
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Adjustment Before and After the Closing. The Transaction Consideration shall be subject to adjustment as follows:
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Related to Adjustment Before and After the Closing

  • Final Adjustment After Closing If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.

  • Following the Closing Seller shall permit Buyer and its representatives (including, without limitation, their counsel and auditors), during normal business hours, to have reasonable access to, and examine and make copies of, all books and records of Seller and its Affiliates relating to the Hospital, which books and records, are retained by Seller and which relate to transactions or events contemplated by this Agreement occurring prior to the Closing, to the maximum extent permitted by law. For a period of three (3) years after the Closing, Seller agrees that, prior to the destruction or disposition of any such books or records, Seller shall provide not less than forty-five (45) days', nor more than ninety (90) days' prior written notice to Buyer of such proposed destruction or disposal. If Buyer desires to obtain any such documents, it may do so by notifying Seller in writing at any time prior to the date scheduled for such destruction or disposal. In such event, Seller shall not destroy such documents and the parties shall then promptly arrange for the delivery of such documents to Buyer, its successors or assigns. All out-of-pocket costs associated with the delivery of the requested documents shall be paid by Buyer.

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