Adjustments to Closing Payment Sample Clauses

Adjustments to Closing Payment. (a) Within one hundred and twenty (120) calendar days after the Closing Date, the Buyer will deliver to the Sellers a written statement describing its objections, if any, to the Closing Statement. Such statement shall include the Buyer’s proposed calculation of the Closing Cash, the Closing Net Working Capital, the Closing Indebtedness, the Transaction Expenses and, on the basis of the foregoing and the Payoff Amount set forth in the Payoff Letters, the Closing Payment. The Buyer and the Sellers will use commercially reasonable efforts to resolve promptly any objections raised by the Buyer to the Closing Statement. The Buyer shall cause the Acquired Companies to make available to the Sellers such books, records and personnel of the Acquired Companies and their Subsidiaries as shall be reasonably necessary for the Sellers to review the objections raised by the Buyer to the Closing Statement. If the Sellers do not raise any objections to the Buyer’s statement of objections within thirty (30) calendar days after the Sellers have received the Buyer’s statement of objections, then the Buyer’s proposed calculation of the Closing Cash, the Closing Net Working Capital, the Closing Indebtedness and the Transaction Expenses will be final, binding and non-appealable by the Parties. If the Sellers do raise any objections to the Buyer’s statement of objections within such thirty (30)-day period and the Parties cannot reach agreement on the Estimated Closing Balance Sheet and the calculation of the Closing Cash, the Closing Net Working Capital, the Closing Indebtedness and the Transaction Expenses within such thirty (30)-day period, the Buyer and the Sellers will jointly select an independent valuation firm to resolve any remaining objections, which firm is not the Audit Firm or the regular auditing or accounting firm of the Buyer or the Acquired Companies. If the Buyer and the Sellers are unable to jointly select an independent valuation firm within ten (10) days after such thirty (30)-day period, then the Audit Firm will promptly select an independent valuation firm of recognized national standing, which firm is not the Audit Firm or the regular auditing or accounting firm of the Buyer or the Acquired Companies (such selected valuation firm, the “Valuation Firm”). The determination of any Valuation Firm so selected will be set forth in writing and will be conclusive and binding upon the Parties and shall be used by the Parties to prepare a final calculation of the Clo...

Adjustments to Closing Payment. (a) At least five (5) business days prior to the Closing, the Company and the Buyer shall finalize an Estimated Closing Balance Sheet as of the Closing Date on a post-Closing basis in accordance with GAAP (the “Estimated Closing Balance Sheet”). (b) The Closing Payment to be paid at the Closing shall be reduced by the following amounts, if any, as set forth on the Estimated Closing Balance Sheet: (i) the amount of any indebtedness of the Company for borrowed money as of the Closing Date (“Indebtedness for Borrowed Money”) and (ii) the amount of all Liabilities, other than Liabilities arising as a result of the termination of a cafeteria plan under Section 125 of the Code incurred at Buyer’s request in accordance with Section 6.2(v), not incurred in the ordinary course of business of the Company as of the Closing Date, including, without limitation, any liability for severance and other compensation, provided or payable to employees or consultants of the Company in connection with the Stock Purchase plus any transaction fees and expenses related to the Stock Purchase and the transactions contemplated hereby, including without limitation financial advisory fees, legal fees and expenses, broker and finder fees and expenses of accountants (“Non-Ordinary Course Liabilities”). The Closing Payment to be paid at Closing shall (x) be reduced by the amount, determined as of the Closing Date, by which the Minimum Working Capital Target exceeds the Estimated Working Capital, if any, or (y) increased by the amount, determined as of the Closing Date, by which the Estimated Working Capital exceeds the Maximum Working Capital Target, if any; provided, however, that, if the Estimated Working Capital is greater than or equal to the Minimum Working Capital Target and less than or equal to the Maximum Working Capital Target, then no increase or decrease in the Closing Payment shall occur pursuant to this clause; provided, further, that if the Closing Payment is reduced by an amount set forth in clauses (i) or (ii) of this Section 1.4(b) and such amount otherwise is a current liability, such amount shall not be included as part of the current liabilities of the Company and its Subsidiaries for the calculation of Estimated Working Capital (such adjustment, the “Estimated Closing Adjustment”). The Estimated Closing Adjustment shall be determined without regard to the limitations set forth in Sections 9.4 and 9.5. (c) At least one (1) business day prior to the Closing, the Partie...

Adjustments to Closing Payment. (a) All ad valorem taxes, real property taxes, personal property taxes, and similar obligations (“Property Taxes”) with respect to the tax year in which the Closing occurs shall be pro-rated and apportioned as of the Closing Date between Seller and Buyer. The owner of record on the assessment date shall file or cause to be filed all required reports and returns incident to the Property Taxes and shall remit the apportioned amounts consistent with the prior sentence. If the amount of Property Taxes for the year in which Closing occurs has not been fixed or cannot otherwise be determined as of the Closing Date, then the adjustment to the Closing Payment shall be calculated based upon the amount of such taxes for the previous year. After Closing, Buyer shall be solely responsible for payment of all amounts due including past, present, and future Property Taxes upon the Purchased Assets regardless of whether the closing year Property Taxes vary from any estimates used at Closing. (b) The Parties shall equally split the costs of recording and the costs of the transfer taxes assessed upon the transfer of any of the Purchased Assets. (c) Buyer shall pay all costs associated with obtaining Replacement Bonds and posting any collateral associated with the foregoing, and shall provide evidence of the same to Seller upon such recording or transfer completion.

Adjustments to Closing Payment. The Closing Payment shall be adjusted on a pro rata basis as of the Adjustment Time for all (i) prepaid expenses concerning the Properties, including property Taxes attributable to periods after the Closing, provided, however, that such calculations shall exclude all Reclamation, Remediation and Environmental Liabilities, and (ii) costs that Buyer is anticipated to incur in connection with Buyer Surety Arrangements, as described in the definition of Closing Payment.

Adjustments to Closing Payment. (i) As soon as practicable following the Closing but in no event later than ninety (90) days following the Closing Date, the Buyer shall prepare as of the Closing Date and deliver to Sellers and Key Employees by one of the methods provided in Section 9.01, a Consolidated Statement of Net Assets of the Sellers (the "Closing Statement"). The Closing Statement shall be prepared in accordance with generally accepted accounting principles ("GAAP"), applied on a basis consistent with the Sellers' accounting methods used in preparing the audited consolidated August 31, 1997 Financial Statements of the Sellers and consistent with the method set forth in Section 1.06(b)(ii) below. The Sellers and the Key Employees shall cooperate with the Buyer in the preparation of, and, to the extent necessary, provide the Buyer access to the information reasonably necessary to prepare, the Closing Statement. (ii) On the basis of the Closing Statement subject, however, to the rights of the Buyer, the Sellers and the Key Employees as provided in Sections 1.06(b)(iii) and (iv), Sellers and the Key Employees shall pay to the Buyer the amount, if any, by which the difference between the amount of Net Assets reflected on the Closing Statement (adding back thereto any liabilities reflected thereon that are not Assumed Liabilities and adding back all accumulated depreciation of the Net Assets reflected thereon, and subtracting therefrom any assets that are not Acquired Assets) is less than $23,623,192 (the "Adjustment Amount") together with accrued interest on the Adjustment Amount from the Closing Date until the date preceding the date of payment of such amount in full at an annual rate equal to the lesser of 12% or the maximum rate allowed by applicable law. The $23,623,192 amount is referred to herein as the "Benchmark." The method of calculating the Benchmark utilizing the August 31, 1997 financial statement is attached as Schedule 1.06(b). The preparation and calculation of the Closing Statement shall be consistent with this method. The Sellers and the Key Employees shall pay the Adjustment Amount to the Buyer within the time period set forth in Section 1.06(b)(iv). The Closing Statement shall include a $15,000 reserve for Warranty Claims as described in Section 1.03(c). If prior to the Closing Date, there is damage, destruction or impairment of assets or other rights described in Section 1.01 above, which reduces the amount of Net Assets reflected on the Closing Statement and as a...

Adjustments to Closing Payment. In connection with obtaining the required Consent to Assignment of the Miami Lease, Parent and Selling Group agreed to an increase in the rental payments required under that Lease. The parties have agreed that Buyer is entitled to $69,506.00 to compensate Purchaser for the increased expense this rental increase represents, which amount has been calculated on a present value basis. The amount paid at Closing by Purchaser will be reduced by said amount.