Adjustment Procedure. (a) Sellers will prepare and will cause , the Company's certified public accountants, to audit consolidated financial statements ("Closing Financial Statements") of the Company as of the Closing Date and for the period from the date of the Balance Sheet through the Closing Date, including a computation of consolidated stockholders' equity as of the Closing Date. Sellers will deliver the Closing Financial Statements to Buyer within sixty days after the Closing Date. If within thirty days following delivery of the Closing Financial Statements, Buyer has not given Sellers notice of its objection to the Closing Financial Statements (such notice must contain a statement of the basis of Buyer's objection), then the consolidated stockholders' equity reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Xxxxx gives such no xxxx of objection, then the issues in dispute will be submitted to , certified public accountants (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.
Adjustment Procedure. (a) Buyer shall prepare a Closing Balance Sheet (“Closing Balance Sheet”) of the Business as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances...
Adjustment Procedure. (a) Buyers at their expense will prepare financial statements ("Closing Financial Statements") of the Company as of the Closing Date and for the period from the date of the April Balance Sheet through the Closing Date (the balance sheet as of the Closing Date, the "Closing Date Balance Sheet"), including a computation of consolidated stockholders' equity as of the Closing Date and a schedule setting forth a computation of the Purchase Price. The Closing Financial Statements will be prepared as of the close of business on the Closing Date without regard to the Contemplated Transaction. They will be prepared in accordance with GAAP applied on a basis consistent with the preparation of the August Balance Sheet; provided, however, that assets, liabilities, gains, losses, revenues and expenses in interim periods or as of dates other than year end (which normally are determined through the application of so-called interim accounting conventions or procedures) will be determined, for purposes of the Closing Date Financial Statements, through full application of the procedures used in preparing the most recent unaudited balance sheet of the Company included within the audited balance sheet as of April 30, 1995 described in Section 3.4(a) hereto and the Closing Date Balance Sheet shall not include any asset or liability (including income taxes, which are the responsibility of Sellers) of the Company otherwise required to be presented which Sellers retain or are responsible for under the terms of this Agreement after the Closing. Buyers will deliver the Closing Financial Statements to Seller within sixty days after the Closing Date. If within thirty days following delivery of the Closing Financial Statements, Sellers have not given Buyers notice of their objection to the Closing Financial Statements (such notice must contain a reasonably detailed statement of the basis of Sellers' objection) or at such earlier time as Sellers give to Buyers notice that they do not object to the Closing Financial Statements, then the consolidated stockholders' equity reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Sellers give such notice of objection, the Buyers and the Sellers will use reasonable efforts to resolve any such objections themselves. If the Buyers and the Sellers do not obtain a final resolution within 30 days, then the issues in dispute will be submitted within two (2) business days to the Kansas City, Missouri office ...
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. (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 from the Closing Cash Payment, thereafter pursuant to the right of set-off under the Option Agreement and thereafter from Seller. Such payment from Seller, 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, Contributor Representative 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 Contributor Representative 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 Total Consideration 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), Contributors and CXX/XP 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 Contributors to CBL/OP pursuant to the preceding sentence shall be in cash on behalf of all Contributors, whether or not any Contributor elects to receive K-SCUs rather than Cash Consideration. 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. (a) For purposes hereof, “
Adjustment Procedure. In the event that the Company determines that any Payment would constitute an Excess Parachute Payment, the Company will provide to the Executive, within thirty (30) days after the Executive's employment termination date, an opinion of a nationally recognized certified public accounting firm mutually selected by the Company and the Executive (the "Accounting Firm") that the Executive will be considered to have received Excess Parachute Payments if the Executive were to receive the full amounts described pursuant to this Agreement or otherwise and setting forth with particularity the smallest amount by the which the Payments would have to be reduced to avoid the imposition of any excise tax or the denial of any deduction pursuant to Code Sections 280G and 4999. The Payments shall be adjusted, in the order of priority designated by the Executive in written instructions, to the minimum extent necessary so that none of the Payments, in the opinion of the Accounting Firm, would constitute an Excess Parachute Payment. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne by the Company.
