Adjustments After Closing Sample Clauses

Adjustments After Closing. For those adjustments provided in this section and not made at Closing, Sellers shall review the computation of the Preliminary Purchase Price Adjustments made as of the Closing and shall submit a final Closing settlement statement to Purchaser within 120 days after the Closing Date. Purchaser and Sellers shall, no later than October 31, 2010 (the "Post- Closing Date"), agree to any post closing adjustments. Purchaser and Sellers hereby agree that any payment due by Purchaser or Sellers will be made within five (5) business days from the date of said agreement, and such payment shall be treated for all purposes as an adjustment of the Purchase Price.
Sample 1
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Adjustments After Closing. It is understood that there shall be no adjustments to the Settlement Statement after Closing.
Sample 1
Adjustments After Closing. (i) As soon as practicable after the Closing Date but no later than the 90th day after the Closing Date, Buyer shall deliver to Seller a schedule (the “Closing Schedule”) of its calculation of (A) the Working Capital as of the Effective Time (the “Closing Working Capital”) and (B) the Post‑Closing Working Capital Reduction or Post‑Closing Working Capital Addition, as applicable.
Sample 1
Adjustments After Closing. Within 120 days after the Closing ------------------------- Date, Buyer shall provide to Seller a written statement of the actual net amounts of the Assets acquired as of the Effective Date (the "Closing Accounts Receivable and Inventory"). To the extent that such principles and methods are consistent with and conform to Generally Accepted Accounting Principles ("GAAP"), Buyer shall calculate Closing Accounts Receivable and Inventory using accounting principles and methods consistent with those used by Buyer to calculate the Baseline Accounts Receivable and Inventory, for those two current asset accounts and consistent with GAAP for all other pertinent accounts. If, however, the principles and methods used to determine the amounts of the Closing Accounts Receivable and Inventory accounts are determined not to be consistent with GAAP, GAAP will be substituted and used to determine the correct amounts thereof. Buyer's calculation of the Closing Accounts Receivable and Inventory amounts shall be deemed finally determined and binding if it is provided to Seller no later than 120 days after Closing unless Seller presents to Buyer, within 30 days after its receipt from Buyer of the statement of Closing Accounts Receivable and Inventory, written notice of disagreement with such statement. If Buyer and Seller are unable to resolve their disagreement within 15 days of Buyer's receipt of Seller's written disagreement with the statement of Closing Accounts Receivable and Inventory, then the matter shall be referred for final determination to a mutually-agreeable, independent accounting firm. The parties agree to use their good faith efforts to agree upon such a firm. If the parties cannot agree on such a firm within 20 days, then the disagreement shall be submitted to arbitration pursuant to Section 13.4 of this Agreement. Unless the parties otherwise agree, the determination of the independent accounting firm shall be made within 30 days after the accounting firm's receipt of the request and shall be binding on both parties. If the amount of the Closing Accounts Receivable and Inventory, as finally determined, is less than the amount of the Estimated Closing Accounts Receivable and Inventory, such amount shall be deducted from the Purchase Price as described below. In addition, to the extent that Buyer demonstrates, in the same manner and subject to the same dispute resolution mechanism, that Seller caused there to be any reduction in any of the other Assets as refl...
Sample 1
Adjustments After Closing. It is understood and agreed that there shall be no adjustments to the Settlement Statement after Closing, but Sellers will promptly pay any funds belonging to Buyer that are received by Sellers after Closing. Funds required to be paid to Buyer after Closing shall be deemed allowed in the Sale Order and payable as an administrative expense claim in favor of Buyer under Sections 502, 503(b), and 507(a)(2) of the Bankruptcy Code or otherwise without the need for Buyer to seek approval from the Bankruptcy Court.
Sample 1
Adjustments After Closing. Ninety (90) days _________________________ following the Closing Date, Seller shall deliver to Buyer the final calculations of the Purchase Price, as adjusted pursuant to Section 3.1. Within thirty (30) days following the delivery of such calculations and adjustments to Buyer, Buyer shall notify Seller of any objection thereto, stating in reasonable detail the reasons therefor; otherwise, such calculations and adjustments of the Purchase Price and the proration shall be final and binding on Seller and Buyer and shall be the Final Purchase Price. If Buyer shall object, Seller and Buyer shall work in good faith to agree on the correct amount for the Final Purchase Price. (a) If the Final Purchase Price shall exceed the Estimated Purchase Price, Buyer shall cause to be transferred to such account in the United States as Seller may specify, immediately available funds, in U.S. dollars, the amount equal to such excess. Amounts not so transferred within 120 days after Close shall be subject to interest thereon at the rate of five percent (5%) per annum, or
Sample 1
Adjustments After Closing 
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Related to Adjustments After 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.

  • After Closing Seller and Buyer shall execute, acknowledge and deliver or cause to be executed, acknowledged and delivered, such instruments and take such other action as may be necessary or advisable to carry out their obligations under this Agreement and under any document, certificate or other instrument delivered pursuant hereto.

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Adjustments and Prorations The following adjustments and prorations shall be made at Closing:

  • Cooperation After Closing From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

  • Section 754 Adjustments To the extent an adjustment to the adjusted tax basis of any Company asset, pursuant to Code Section 734(b) or Code Section 743(b) is required, pursuant to Regulations Section 1.704-1(b)(2)(iv)(m)(2) or 1.704-1(b)(2)(iv)(m)(4), to be taken into account in determining Capital Accounts as the result of a distribution to a Unit Holder in complete liquidation of such Unit Holder’s interest in the Company, the amount of such adjustment to Capital Accounts shall be treated as an item of gain (if the adjustment increases the basis of the asset) or loss (if the adjustment decreases such basis) and such gain or loss shall be specially allocated to the Unit Holders in accordance with their interests in the Company in the event Regulations Section 1.704-1(b)(2)(iv)(m)(2) applies, or to the Unit Holder to whom such distribution was made in the event Regulations Section 1.704-1(b)(2)(iv)(m)(4) applies.

  • After the Closing Date Buyer shall accept payment of all accounts receivable in the normal course of conducting the Business. Upon payment of any amounts from Delinquent Members, Buyer shall credit such payment first to the amounts owed by such Delinquent Member indicated on the Seller Receivable List, and then for Buyer's account.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

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