Adjustment to Payment at Closing Sample Clauses

Adjustment to Payment at Closing. (a) Within 75 days following the Closing Date, SEP shall prepare and deliver to Contributor a statement (the “Initial Statement”) calculating and setting forth in accordance with GAAP (i) the actual Working Capital on the Closing Date, (ii) the actual Notes Balance on the Closing Date and (iii) the actual Cenex Adjustment as of the Closing Date, which statement shall include a worksheet setting forth in reasonable detail how such amount was calculated. The Initial Statement shall be prepared in accordance with the Agreed Valuation Principles. To the extent that the calculation of any amount in the Initial Statement is calculated in Canadian Dollars, it shall be converted into its USD Currency Equivalent as of the Closing Date and set forth in the Initial Statement. If SEP does not deliver the Initial Statement to Contributor within 75 days following the Closing Date, then, at the election of Contributor, either (A) Contributor may prepare and present the Initial Statement within an additional 75 days thereafter or (B) the Estimated Working Capital shall be deemed to be the Final Working Capital, the Estimated Notes Balance shall be deemed to be the Final Notes Balance and the Estimated Cenex Adjustment shall be deemed to be the Final Cenex Adjustment, in each case, in accordance with the last sentence of Section 2.4(f). If Contributor prepares the Initial Statement in accordance with the immediately preceding sentence, all references to “Contributor” in Sections 2.4(b) and 2.4(d) shall be deemed to be references to “SEP” and all references to “SEP” shall be deemed, in Sections 2.4(b) and 2.4(d), to be references to “Contributor”.
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Adjustment to Payment at Closing. (a) No later than ninety (90) days after the first statutory quarter end following the Closing Date, the Acquiror shall prepare and deliver to the Parent a worksheet (the “
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Adjustment to Payment at Closing. (a) Within ninety (90) days following the Closing Date, Acquiror will prepare in accordance with the Agreed Accounting Principles and deliver to Sellers a report (the “Net Worth Adjustment Report”) including the Closing Date Balance Sheet and setting forth Acquiror’s calculation therefrom of the Closing Date Net Worth and the Net Worth Adjustment Amount. The Net Worth Adjustment Report shall include supporting schedules, working papers and all other relevant details to enable review by Sellers thereof. If Acquiror does not deliver the Net Worth Adjustment Report to Sellers within ninety (90) days after the Closing Date, then, at the election of Sellers, either (i) Sellers may prepare and present the Net Worth Adjustment Report within an additional ninety (90) days thereafter or (ii) the Estimated Net Worth Adjustment Report will be deemed to be the Final Net Worth Adjustment Report in accordance with Section 2.05(f). If Sellers elect to prepare the Net Worth Adjustment Report in accordance with the immediately preceding sentence, then all subsequent references in this Section 2.05 (other than those in Section 2.05(c), (e), (g) or (h)) to Sellers, on the one hand, and Acquiror, on the other hand, will be deemed to be references to Acquiror, on the one hand, and Sellers, on the other hand, respectively. In connection with Acquiror’s preparation of the Net Worth Adjustment Report, to the extent that Acquiror or its Representatives do not have all relevant information in their possession, Acquiror and its Representatives will be permitted to review Sellers’ work papers and any work papers of Sellers’ independent accountants relating to the preparation of the Estimated Net Worth Adjustment Report or otherwise necessary to prepare the Net Worth Adjustment Report, and Sellers will make reasonably available the individuals then in its employ, if any, responsible for and knowledgeable about the preparation of the Estimated Net Worth Adjustment Report or whose knowledge is otherwise necessary for the preparation of the Net Worth Adjustment Report in order to respond to the reasonable inquiries of Acquiror; provided, however, that the independent accountants of Sellers will not be obligated to make any work papers available to Acquiror unless and until Acquiror has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants.
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Adjustment to Payment at Closing. (a) Within ninety (90) days following the Closing Date, Buyer will prepare and deliver to Seller a balance sheet of HLIKK as of the Effective Time in substantially the same form as the Estimated Closing Pro Forma Balance Sheet (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet will be prepared in accordance with the Agreed Accounting Principles.
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Adjustment to Payment at Closing. (a) Within thirty (30) Business Days following the Closing Date, and in accordance with applicable Law, the Acquiror shall prepare and deliver to the Parent a written certificate (the “Acquiror’s Purchase Price Adjustment Certificate”) calculated solely from the balance sheets of Financiera and securitization trusts (Fideicomisos Financieros CFA), detailing the Acquiror’s Estimated Closing Cash, the Acquiror’s Estimated Closing Loans, the Acquiror’s Estimated Closing Indebtedness and the Acquiror’s Estimated Purchase Price Adjustment Amount based thereon. If the Acquiror does not deliver the Acquiror’s Purchase Price Adjustment Certificate to the Parent within thirty (30) Business Days following the Closing Date, then the Seller’s Estimated Purchase Price Adjustment Amount detailed in the Seller’s Purchase Price Adjustment Certificate shall be deemed to be the Final Purchase Price Adjustment Amount in accordance with the last sentence of Section 2.05(f). The Acquiror’s Purchase Price Adjustment Certificate shall be prepared in accordance with the Agreed Accounting Policies and shall be consistent in content and format with the Seller’s Purchase Price Adjustment Certificate.
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Adjustment to Payment at Closing. (a) Within ninety (90) days following the Closing Date, the Acquiror shall prepare and deliver to Parent and the Seller (i) a consolidated working capital statement of the Company and the Transferred Subsidiaries as of 12:00 a.m. on the Closing Date (the “Initial
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Adjustment to Payment at Closing. Within 60 days following the Closing Date, Purchaser shall notify Seller in writing (the “Notice of Purchase Price Adjustment Disagreement”) if Purchaser disagrees with the amounts that were set forth on the Estimated Statement. The Notice of Purchase Price Adjustment Disagreement shall set forth in reasonable detail the basis for such disagreement, the amounts involved and Purchaser’s determination of the amount of the Estimated Purchase Price with reasonably detailed supporting documentation. Seller and Purchaser shall seek in good faith to resolve any disagreement that they may have with respect to the matters specified in the Notice of Purchase Price Adjustment Disagreement. If Seller and Purchaser are unable to resolve such disagreements, Seller and Purchaser shall submit all matters that remain in dispute to Deloitte & Touche L.L.P. (or, if Deloitte and Touche L.L.P. refuses or is unable to act, another independent certified public accounting firm in the United States of national recognition selected by the parties or, if the parties cannot agree, by the American Arbitration Association) for a binding resolution of the matters in dispute. In the event that upon final determination, pursuant to this Section 2.4, of the actual amount of the Purchase Price, the parties determine that the Estimated Purchase Price exceeds such actual Purchase Price, then Seller shall pay to Purchaser an amount equal to such excess. In the event that upon final determination, pursuant to this Section 2.4, of the actual amount of the Purchase Price, the parties determine that the Estimated Purchase Price is less than such actual Purchase Price, then Purchaser shall pay to Seller an amount equal to the difference between such actual Purchase Price minus the Estimated Purchase Price. Any such payments shall be made by wire transfer of immediately available funds to an account designated by Seller or Purchaser (as applicable) within two (2) Business Days after the date on which a final determination of the actual Purchase Price is made pursuant to this Section 2.4.
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Adjustment to Payment at Closing. (a) Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers’ Representative a statement (the “Initial Statement”) calculating and setting forth (i) the actual Working Capital (the Working Capital amount calculated and set forth on such Initial Statement, the “Initial Working Capital”), (ii) the actual Net Indebtedness (the Net Indebtedness amount calculated and set forth on such Initial Statement, the “Initial Net Indebtedness”) and (iii) the actual Swap Termination Costs (the Swap Termination Costs amount calculated and set forth on such Initial Statement, the “Initial Swap Termination Costs”), in each case, as of 12:01 a.m. on the Closing Date, which statement shall include a worksheet setting forth in reasonable detail how such amounts were calculated. If Buyer does not deliver the Initial Statement to Sellers’ Representative within ninety (90) days following the Closing Date, then Sellers’ Representative may prepare and present the Initial Statement to Buyer within an additional ninety (90) days thereafter. If Sellers’ Representative elects to prepare the Initial Statement in accordance with the immediately preceding sentence, all references in Section 2.4(b), (d) and (f) to Sellers’ Representative and Buyer, respectively, shall be deemed to be references to Buyer and Sellers’ Representative, respectively.
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Adjustment to Payment at Closing. (a) Within 60 days following the Closing Date, the Seller will prepare and deliver to the Acquiror a balance sheet of the Company as of the Closing Date (the “Initial Balance Sheet”). The Initial Balance Sheet will set forth the amount of the Statutory Surplus of the Company as of the Closing Date (the “Closing Statutory Surplus”) and include a worksheet which demonstrates in reasonable detail how such amount was calculated. The Initial Balance Sheet will be (i) prepared (A) in accordance with SAP applied consistently with its application in connection with the preparation of the Statutory Statements, (B) in accordance with Section 2.04(b) of the Disclosure Schedule, (C) excluding any accrual for consolidated and combined Taxes, and (D) using a predetermined calculation for loss reserves and loss adjustment expense reserves as set forth in Section 2.05(a) of the Disclosure Schedule, and (ii) accompanied by an audit report of the Seller’s independent accountants with respect thereto (the “Accountants’ Balance Sheet Report”). In connection with the Seller’s preparation of the Initial Balance Sheet to the extent the Seller does not have all relevant information in its possession, the Acquiror will make reasonably available the individuals in its employ, if any, responsible for and knowledgeable about the preparation of the Reference Date Surplus Calculation in order to respond to the reasonable inquiries of the Seller.
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Related to Adjustment to Payment at Closing

  • Payment at Closing The Borrower shall have paid (A) to the Administrative Agent, the Arrangers and the Lenders the fees set forth or referenced in Section 4.3 and any other accrued and unpaid fees or commissions due hereunder, (B) all reasonable fees, charges and disbursements of counsel to the Administrative Agent (directly to such counsel if requested by the Administrative Agent) to the extent accrued and unpaid prior to or on the Closing Date, plus such additional amounts of such reasonable fees, charges and disbursements as shall constitute its reasonable estimate of such fees, charges and disbursements incurred or to be incurred by it through the closing proceedings (provided that such estimate shall not thereafter preclude a final settling of accounts between the Borrower and the Administrative Agent) and (C) to any other Person such amount as may be due thereto in connection with the transactions contemplated hereby, including all taxes, fees and other charges in connection with the execution, delivery, recording, filing and registration of any of the Loan Documents.

  • Adjustment to Purchase Price All indemnification payments pursuant to this Article IX shall be deemed to be adjustments to the Purchase Price.

  • Adjustment Payment If the Closing Net Working Capital exceeds $690,000,000 (the “Target Net Working Capital”), the Purchase Price shall be increased by the amount by which Closing Net Working Capital exceeds the Target Net Working Capital, and if the Closing Net Working Capital is less than the Target Net Working Capital, the Purchase Price shall be decreased by the amount by which Closing Net Working Capital is less than the Target Net Working Capital. If the Closing Eligible Capital Expenditures exceeds the applicable Target Eligible Capital Expenditures, the Purchase Price shall be increased by the amount by which Closing Eligible Capital Expenditures exceeds such applicable Target Eligible Capital Expenditures, and if the Closing Eligible Capital Expenditures is less than the applicable Target Eligible Capital Expenditures, the Purchase Price shall be decreased by the amount by which Closing Eligible Capital Expenditures is less than such applicable Target Eligible Capital Expenditures. The Purchase Price as so increased or decreased under this Section 2.03(c) shall hereinafter be referred to as the “Adjusted Purchase Price”. If the Closing Date Payment is less than the Adjusted Purchase Price, Purchaser shall, and if the Closing Date Payment is more than the Adjusted Purchase Price, Seller shall, in each case within 10 Business Days after the Closing Date Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest equal to 6% per annum, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.

  • Purchase Price Payment The total Purchase Price for the Property is the amount of the successful bid for the parcel at public auction.

  • Closing Payment At the Closing, Buyer will pay or cause to be paid to Seller the Closing Payment Amount, by wire transfer of immediately available funds or by such other means as may be agreed upon by Seller and Buyer.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the "Purchase Price") shall be the amount equal to $1.00 (the "Purchase Price").

  • Purchase Price Payments 22 Section 10.02. The Purchaser Note................................. 22 ARTICLE XI Confidentiality.................................... 23 ARTICLE XII Term............................................... 24

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets and the Shares (the “Purchase Price”) is $3,000,000,000 (three billion dollars) in cash. The Purchase Price shall be paid as provided in Section 2.09 and shall be subject to adjustment as provided in Sections 2.09 and 2.11. Seller shall be treated as receiving a portion of the Purchase Price as agent for its Affiliates actually selling the Purchased Assets and the Shares consistent with the allocation of the Purchase Price pursuant to the Allocation Statement.

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

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