Adjustment Procedure. (a) Prior to Closing, Company has caused to be prepared and delivered to Buyer a certificate signed by Company’s chief financial officer containing a calculation of Company’s estimation of (i) the Working Capital as of the close of Company’s business on the day immediately preceding the Closing, and (ii) the Adjustment Amount, if any, (the “Estimated Closing Working Capital Statement”). As required by Section 2.2 of this Agreement, the cash portion of the Purchase Price to be paid in accordance with Section 2.4(b)(i) of this Agreement will (x) be decreased by the estimated Adjustment Amount if the estimated Adjustment Amount is below US $1.00 and (y) remain unchanged (subject to future adjustments pursuant to Section 2.6(b)) if the estimated Adjustment Amount is greater than US $1.00. For purposes of preparation of the Estimated Closing Working Capital Statement the Remaining Inter-Company Receivable as of the Closing Date shall be deemed to be $0.
(b) Buyer will prepare (or cause to be prepared) a working capital statement (“Closing Working Capital Statement”) of Company as of the Closing Date, including a computation of the Working Capital as of the Closing Date. Buyer will deliver the Closing Working Capital Statement to Parent within sixty (60) consecutive days after the Closing Date. The Working Capital shall be deemed accepted and conclusive and binding, unless Parent shall give written notice to Buyer of the items with which Parent disagrees (“Disagreement Notice”) within twenty (20) consecutive days after the receipt by Parent of the Closing Working Capital Statement (or the due date thereof if not so delivered). The Disagreement Notice shall specify each item disagreed with by Parent (or Parent’s calculation thereof), the dollar amount of the disagreement. Buyer and Parent shall, during the twenty (20) consecutive days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Closing Working Capital Statement and Working Capital calculation. If at the end of such twenty (20) consecutive days, Buyer and Parent have been unable to resolve their disagreements, either Buyer or Parent may engage, on behalf of Buyer and Parent, Xxxxx Xxxxxxxx LLP (or such other Person mutually agreed to in writing by the parties, the “Unaffiliated Firm”) to resolve the matters set forth in the Disagreement Notice. The Unaffiliated Firm shall (i) resolve the disagreement as to the Closing Working Capi...
Adjustment Procedure. Where no decision of record by the National Board exists, the settlement of jurisdictional disputes with other Building Trades Organizations shall be adjusted in accordance with the procedure established by the National Joint Board or any successor agency of the Building Trades Department.
Adjustment Procedure. If within the first six (6) months after the Closing Date, the Buyer believes that the Stock Purchase Balance Sheet contains a material error (materiality for this purpose being deemed to be a change of more than five percent [5%]), then Buyer shall notify the Sellers and provide the documentation which serves as the basis of its belief that the Stock Purchase Balance Sheet used for purposes of the Closing is incorrect. For purposes of its review of the Stock Purchase Balance Sheet, Buyer agrees that it shall not seek any adjustment under this Section 2.6 based upon Buyer's decision to increase any reserves of the Company or to reclassify the useful life of any of the Company's fixed assets. Rowe shall then have thirty (00) days from receipt of the documentation from the Buyer to object to the Buyer's calculation. If no objection is made by Rowe, then the adjustment shxxx be made up or down proportionately to the conditional payments provided for in Paragraph 2.2(b) of this Agreement. If Rowe does provide notice of xxx objection to the Buyer within the specified thirty (30) day time frame, then the issues in dispute will be submitted to Dermody, Burke & Brown, Certxxxxx Xxxxxx Xccoxxxxxts (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for such determination. Any change in the Balance Sheet Value determined by the Accountants, shall effect a dollar-for-dollar change in the conditional payments specified in Paragraph 2.2(b) and such change shall be allocated proportionately among the Shareholders. If it is determined that there is a material error in the Balance Sheet which also results in the same error in the Stock Purchase Balance Sheet, then the adjustment procedure set forth in this Section 2.6 shall be Buyer's sole remedy. If it is determined that...
Adjustment Procedure. Payment of the Closing Estimated Purchase Price..
Adjustment Procedure. (a) At least ten (10) days prior to the Post Closing Date, Buyer will deliver to Seller, Buyer's proposal for the Adjustment Amount (the "Adjustment Proposal"). If, prior to the Post Closing Date, the Company has not given Buyer notice of its objection to the Adjustment Proposal (such notice must contain a statement of the basis of Seller's objection), then the Adjustment Proposal will be used in computing the Adjustment Amount. If Seller gives such notice of objection, then the issues in dispute will be submitted to a mutually agreeable firm of independent public accountants (the "Accountants") or to a mutually agreeable oil and gas attorney (the "Attorney"), or both for resolution. If issues in dispute are submitted to the Accountants or Attorney for resolution, (i) each party will furnish to the Accountants or Attorney such work papers and other documents and information relating to the disputed issues as the Accountants or Attorney may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants or Attorney any material relating to the determination and to discuss the determination with the Accountants or Attorney, (ii) the determination by the Accountants or Attorney, as set forth in a notice delivered to both parties by the Accountants or Attorney, will be binding and conclusive on the parties; and (iii) Buyer and Seller will each bear 50% of the fees of the Accountants or Attorney for such determination.
(b) On or before the tenth business day following the final determination of the Adjustment Amount, Buyer or Seller, as the case may be, shall make a cash payment to the other equal to the Adjustment Amount.
Adjustment Procedure. (a) Seller will prepare and shall cause Waters & Xxxxxx ("W&M"), Seller's independent certified public accountants, to audit the financial statements (the "Closing Financial Statements") of Seller as of June 30, 1997, which Closing Financial Statements shall contain an audited balance sheet (the "Closing Balance Sheet") at June 30, 1997, audited statements of income and retained earnings, and cash flows for the period from the date of the Balance Sheet, as defined in Section 5.7, through June 30, 1997, all prepared in accordance with generally accepted accounting principles, and a separate computation of the Acquired Net Assets. Buyer's independent certified public accountants, Deloitte & Touche LLP ("D&T") and representatives of Buyer shall review the audit conducted by W&M. Seller and Shareholder will arrange for D&T's and Buyer's representatives to have full access to the W&M audit workpapers and files. Seller and Shareholder also agree that representatives of D&T and Buyer will be present to observe the physical inventory count taken by Seller and W&M prior to June 30, 1997. Seller shall deliver the Closing Financial Statements to Buyer and D&T within sixty (60) days after the Closing Date. If, within thirty (30) days following delivery to Buyer and D&T of the Closing Financial Statements, Buyer has not given Seller notice of its objection to the Closing Financial Statements (such notice, if given, must contain a statement of the basis of Buyer's objection), then the Closing Financial Statements, including, without limitation, the computation of the Acquired Net Assets, shall be deemed to have been finally determined for purposes of this Agreement, and the Acquired Net Assets as so determined will be used in computing the Adjustment Amount. If Buyer gives such notice of an objection, then the matters as to which Buyer has objected will be submitted to D&T and W&M (the "Accountants") for resolution, and the Accountants shall determine the Acquired Net Assets. If the Accountants are unable to agree as to the resolution of such matters and the Acquired Net Assets within thirty (30) days after such matters are submitted to the Accountants, the Accountants shall select another "Big Six" accounting firm (New York City or Dallas office) (the "Other Accountants") which will resolve such matters and determine the Acquired Net Assets. Each party will furnish to the Accountants (and, if applicable, the Other Accountants) such workpapers and other documents and in...
Adjustment Procedure. 39 6.10 Gift Certificates.............................................................................40
Adjustment Procedure. Purchaser must first seek payment of the Adjustment Amount pursuant to the right of set-off under the Option Agreement and thereafter severally and directly from Sellers. Such payment from Sellers, if any, will be made within five business days after the final determination of the number of Option Shares (as defined in the Option Agreement) that vest pursuant to Section 2.4 of the Option Agreement.
Adjustment Procedure. Not less than two Business Days prior to the Closing Date, Property Owner and CBL/OP shall agree upon a schedule of the allocation of costs and expenses to be made in accordance with Section 5.9 above and the prorations to be made in accordance with this Article VI (the "Proration and Expense Schedule"), which Proration and Expense Schedule shall be executed by Property Owner and CBL/OP, become a schedule to the closing statement described in Sections 5.4.7 and 5.6.4 (the "Closing Statement") and utilized for purposes of making the adjustments to the Purchase Price at Closing for closing costs and prorations. As soon as practicable following the Closing (but in no event later than the first anniversary of the Closing, except that with respect to Real Estate Taxes, in no event later than fifteen (15) business days after receipt of the actual tax bill attributable for the calendar year 2005), Property Owner anx XXL/OP shall reprorate the income and expenses set forth in this Article VI based upon actual bills or invoices received after the Closing (if original prorations were based upon estimates) and any other items necessary to effectuate the intent of the parties that all income and expense items be prorated as provided above in this Article VI. Any reprorated items shall be promptly paid to the party entitled thereto. Any payment by the Property Owner to CBL/OP pursuant to the preceding sentence shall be in cash. Any errors or omissions in computing adjustments at the Closing shall be promptly corrected, provided that the party seeking to correct such error or omission shall have notified the other party of such error or omission no later than the first anniversary of the Closing. The provisions of this Article VI shall survive the Closing.
Adjustment Procedure. Promptly following the first anniversary of the Closing Date, but in no event later than 90 (ninety) Business Days following such anniversary, Purchaser shall (a) calculate the Proposed Final EBIT in accordance with Italian GAAP, on the basis of Exhibit 2.04, consistently applied with the practices used in the preparation Historical EBIT, (b) submit to Sellers, the Proposed Final EBIT and (c) allow access to such documents, records and back-up materials pertaining or relating to the Proposed Final EBIT, including, without limitation, the financial statements and the management accounts of the Company as well as the respective audit reports as Sellers shall reasonably request. In the event Sellers dispute the correctness of the Proposed Final EBIT, Sellers shall notify Purchaser of their objections within 20 (twenty) Business Days after receipt of Purchaser's calculation of the Proposed Final EBIT and shall set forth in writing and in reasonable detail, the reasons for Sellers' Objection. If Sellers fail to deliver such notice of Sellers' Objection within such time, Sellers shall be deemed to have accepted the Proposed Final EBIT, which shall then be binding for the Parties and shall constitute the final and binding Final EBIT for purpose of determining whether the Earn Out Amount shall be due. Sellers and Purchaser shall endeavor in good faith to resolve Sellers' Objection within 15 (fifteen) Business Days after Purchaser's receipt of Sellers' notice of Sellers' Objection. If they are unable to do so, each of the Parties shall be entitled to retain the Expert as expert arbitrator to independently determine the Final EBIT, in accordance with this Section and Exhibit 2.04 by notifying the other Party of such retention and by providing to the Expert such documents, records and back-up materials pertaining or relating to the Proposed Final EBIT. The Expert shall within 20 (twenty) Business Days of receipt of the notice of its appointment or such other period as the Expert reasonably determines deliver the determination of the Final EBIT to the Parties for purposes of determination of whether the Earn-Out Amount is due. The Expert shall determine the procedure in accordance with the principles of due process of law. In the event that the Proposed Final EBIT was less than the EBIT Threshold and the Expert determines that the Final EBIT is more than the EBIT Threshold, the costs and expenses of the Expert shall be borne by the Purchaser. In the event that either ...
