Common use of Adjustment Schedule Clause in Contracts

Adjustment Schedule. (a) As soon as practicable after the Closing Date (but in any event not more than 150 days after the Closing Date), the Buyer shall cause to be prepared and delivered to Seller Representatives and the Escrow Agent a schedule (the "Adjustment Schedule") which shows, as of the Effective Time, the calculation of the Consideration as provided in Section 1.2(a) and as adjusted pursuant to Section 1.4. (b) Upon receipt of the Adjustment Schedule, Seller Representatives shall have the right during the succeeding 30-day period to examine the Adjustment Schedule and all records used to prepare such Adjustment Schedule. Seller Representatives shall notify the Buyer in writing, on or before the last day of the 30-day period, of any good faith objections to the Adjustment Schedule, setting forth a reasonably specific description of such objections and the dollar amount of each objection. (c) If Seller Representatives in good faith object to the Adjustment Schedule, Seller Representatives and the Buyer shall attempt to resolve any such objections within 30 days of the Buyer's receipt of such objections. If the Buyer and Seller Representatives are unable to resolve the matter within such 30-day period, they shall jointly appoint a mutually acceptable firm of independent certified public accountants (or, if they cannot agree on a mutually acceptable firm, they shall cause their respective accounting firms to select such firm) within five days after the end of such 30-day period. The fees of such independent certified public accountants shall be divided equally between the Buyer and Seller Representatives (on behalf of all Sellers). Such firm's resolution of the dispute shall be conclusive and binding upon the Sellers and the Buyer. (d) The Adjustment Schedule shall be deemed complete upon the earlier of (i) the 31st day after the Buyer's delivery of the Adjustment Schedule to Seller Representatives, unless prior to such day Seller Representatives shall have notified the Buyer of an objection in accordance with Section 1.5(b), and (ii) the resolution of all objections, pursuant to Section 1.5(c). Within five business days following completion of the Adjustment Schedule as aforesaid, either (A) the Buyer shall pay Seller Representatives, on behalf of the Sellers, the amount, if any, by which the Consideration (as adjusted) exceeds the amount paid pursuant to Section 1.3(b); or (B) Seller Representatives, on behalf of the Sellers, shall pay to the Buyer the amount, if any, by which the amount paid pursuant to Section 1.3(b) exceeds the Consideration (as adjusted). All payments pursuant to this Section 1.5(d) shall be made by wire transfer or certified check.

Adjustment Schedule. (a) As soon as practicable after the Closing Date (but in any event not more than 150 90 days after the Closing Date), the Buyer shall cause to be prepared and delivered to the Seller Representatives and the Escrow Agent a schedule (the "Adjustment Schedule") which shows, as of the Effective Time, the calculation of the Consideration as provided in Section 1.2(a) and as adjusted pursuant to Section 1.4.Agent (b) Upon receipt of the Adjustment Schedule, the Seller Representatives shall have the right during the succeeding 3010-day period to examine the Adjustment Schedule and all records used to prepare such Adjustment Schedule. The Seller Representatives shall notify the Buyer in writing, on or before the last day of the 3010-day period, of any good faith objections to the Adjustment Schedule, setting forth a reasonably specific description of such objections and the dollar amount of each objection. (c) If the Seller Representatives in good faith object objects to the Adjustment Schedule, the Seller Representatives and the Buyer shall attempt to resolve any such objections within 30 10 days of the Buyer's receipt of such objections. If the Buyer and the Seller Representatives are unable to resolve the matter within such 3010-day period, they shall jointly appoint a mutually acceptable firm of independent certified public accountants (or, if they cannot agree on a mutually acceptable firm, they shall cause their respective accounting firms to select such firm) within five days after the end of such 3010-day period. The fees of such independent certified public accountants shall be divided equally between the Buyer and Seller Representatives (on behalf of all Sellers)the Seller. Such firm's resolution of the dispute shall be conclusive and binding upon the Sellers Seller and the Buyer. (d) The Adjustment Schedule shall be deemed complete upon the earlier of (i) the 31st eleventh (11th) day after the Buyer's delivery of the Adjustment Schedule to Seller Representativesthe Seller, unless prior to such day the Seller Representatives shall have notified the Buyer of an objection in accordance with Section 1.5(b), and (ii) the resolution of all objections, pursuant to Section 1.5(c). Within five two business days following completion of the Adjustment Schedule as aforesaid, either (A) the The Buyer shall pay the Seller Representatives, on behalf of the Sellers, the amount, if any, by which the Consideration (as adjusted) exceeds the amount paid pursuant to Section 1.3(b); or or (B) The Seller Representatives(or the Partners, on behalf of the Sellers, Pro Rata) shall pay to the Buyer the amount, if any, by which the amount paid pursuant to Section 1.3(b) exceeds the Consideration (as adjusted). All payments pursuant to this Section 1.5(d) shall be made by wire transfer or certified check.

Adjustment Schedule. (a) As soon as practicable practical after the Closing Date (but in any event not more than 150 60 days after the Closing Date), the Buyer Shareholder Representative shall cause to be prepared and delivered to Seller Representatives the Purchaser a balance sheet for the Company as of the Closing Date with related information and supporting detail (the "Closing Balance Sheet") and a schedule with supporting detail which shows the calculation of the Tax Payment Amount and the Escrow Agent a schedule adjustments required by Section 1.4 (the "Adjustment Schedule"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied utilizing the same methodology and adjustments as were used in preparing the Company's 1996 Estimated Balance Sheet. The Closing Balance Sheet and the Adjustment Schedule (collectively, the "Closing Adjustments") shall be audited by the Company's accounting firm (McGladrey & Xxxxxx, L.L.P.) at the Company's expense (any unpaid portion of which shows, as will be accrued on the books of the Effective Time, Company and reflected on the calculation of the Consideration as provided in Section 1.2(a) and as adjusted pursuant to Section 1.4Closing Balance Sheet). (b) Upon The Purchaser shall have 30 days from its receipt of the Adjustment Schedule, Seller Representatives shall have the right during the succeeding 30-day period Closing Adjustments to examine the Adjustment Schedule Closing Adjustments and all records used to prepare such Adjustment Schedule. Seller Representatives shall notify the Buyer in writing, on or before the last day of the 30-day period, Shareholder Representative of any good faith objections it has to the Adjustment Schedule, setting forth it. The objections shall be made in writing with a reasonably specific description of such the objections and the dollar amount of each objection. (c) If Seller Representatives in good faith object to the Adjustment Schedule, Seller Representatives The Purchaser and the Buyer Shareholder Representative shall attempt to resolve any such the objections within 30 ten days of the BuyerShareholder Representative's receipt of such objectionsthem. If the Buyer Shareholder Representative and Seller Representatives the Purchaser are unable to resolve all of the matter objections within such 3010-day period, they shall jointly appoint a mutually acceptable firm of independent certified public accountants accounting firm (or, or if they cannot agree on a mutually acceptable firmagree, they shall cause their respective accounting firms to shall select such firm) within five days after of the end of such 3010-day period. The fees of such independent certified public accountants selected accounting firm shall be divided equally between the Buyer and Seller Representatives (on behalf of resolve all Sellers)remaining objections. Such firm's resolution of the dispute objections shall be conclusive and binding upon the Sellers Purchaser and the BuyerShareholders. The fees of such selected firm shall be shared equally between the Purchaser and the Shareholders, as a group. (d) The Adjustment Schedule Closing Adjustments shall be deemed complete and the final Purchase Price established upon the earlier of (i) the 31st day after the BuyerShareholder Representatives's delivery of the Adjustment Schedule Closing Adjustments to Seller Representativesthe Purchaser, unless prior to such day Seller Representatives shall have the Purchaser has notified the Buyer Shareholder Representative of an objection in accordance with objection, pursuant to Section 1.5(b), and (ii) the resolution of all objections, objections pursuant to Section 1.5(c). Within five business days following the completion of the Adjustment Schedule as aforesaidClosing Adjustments and the establishment of the final Purchase Price, either (Ai) the Buyer shall pay Seller Representatives, on behalf of the Sellers, the amount, if any, by which the Consideration (as adjusted) exceeds the amount paid pursuant to Section 1.3(b); or (B) Seller Representatives, on behalf of the Sellers, Purchaser shall pay to the Buyer Shareholders, Pro Rata, the amount, if any, amount by which the amount paid Purchase Price, as adjusted pursuant to Section 1.3(b) Sections 1.4 and 1.5, exceeds the Consideration Closing Payment; or (ii) the Shareholders shall pay to the Purchaser the amount by which the Closing Payment exceeds the Purchase Price as adjusted)adjusted pursuant to Sections 1.4 and 1.5. All payments pursuant to this Section 1.5(d) 1.5 shall be made by wire transfer or certified checkcheck in immediately available funds. Notwithstanding the provisions of subsection (d)(i), the Purchaser shall pay the balance of the Purchase Price, if any, to the Shareholder Representative on behalf of the Shareholders, and the Shareholder Representative will be responsible for distributing such amount among the Shareholders in accordance with this Agreement.