Calculation of Final Purchase Price. (a) On or before the 60th calendar day following the Closing Date, Seller shall (i) prepare, or cause to be prepared, a balance sheet of the Company as of the close of business on the Closing Date, and a calculation of the Closing Net Working Capital and the Purchase Price based thereon (collectively, the “Closing Financial Information”) and (ii) deliver the Closing Financial Information to Buyer. The Closing Financial Information shall be determined in accordance with GAAP.
(b) During the 30-day period following delivery of the Closing Financial Information to Buyer, Buyer shall be permitted to review the books, records, accounting records and accounting work papers used in the preparation of the Closing Financial Information. The Purchase Price as calculated by Seller shall become final and binding upon the parties on the 30th calendar day following delivery of the Closing Financial Information, unless Buyer gives written notice of its disagreement (the “Notice of Disagreement”) with the calculation of the Purchase Price to Seller prior to such date. The Notice of Disagreement shall specify in reasonable detail the nature and basis of any disagreement so asserted.
(c) If Buyer timely delivers to Seller the Notice of Disagreement, then the calculation of the Purchase Price shall become final and binding upon the parties on the earlier of (x) the date the parties resolve in writing all differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all disputed matters are finally resolved in writing by the Reviewing Accountant (as defined below). If the parties fail to resolve the issues outstanding with respect to the Notice of Disagreement and the calculation of the Purchase Price within 30 days after Seller’s receipt of the Notice of Disagreement, the parties shall submit the issues remaining in dispute to a partner having relevant expertise and practicing at a nationally recognized independent public accounting firm as shall be agreed upon by the parties in writing (the “Reviewing Accountant”). Seller and Buyer shall jointly instruct the Reviewing Accountant that it (A) shall act as an expert and not as an arbitrator, (B) shall review only the matters that were properly included in the Notice of Disagreement, (C) shall make its determination based upon the terms and conditions set forth in this Section 1.4(c), and (D) shall render its decision within 60 days after the referral of the dispute to the Reviewing A...
Calculation of Final Purchase Price. (a) The aggregate consideration to be paid to the Seller for the sale, transfer, and conveyance of the Acquired Assets and the covenant not to compete set forth in Section 11.11 hereof (the "Final Purchase Price") shall be an amount equal to One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Dollars ($197,225,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds, as defined in Section 3.1(c) hereof), assuming (i) that the Closing Net Asset Value is equal to or greater than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000) and (ii) the adjusted EBITDA for the Business for the trailing twelve-month period ended on July 31, 1998 is equal to or greater than Thirty-Two Million Eight Hundred Sixteen Thousand Dollars ($32,816,000). If the Closing Net Asset Value is less than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000), then the difference shall constitute a dollar-for-dollar reduction in the Final Purchase Price. In the event that the adjusted EBITDA for the Business for the trailing twelve-month period ended on July 31, 1998 is less than Thirty-Two Million Eight Hundred Sixteen Thousand Dollars ($32,816,000), then the Final Purchase Price shall be reduced by an amount equal to six times the difference thereof (the "EBITDA Adjustment"). In no event shall the Final Purchase Price exceed One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Dollars ($197,225,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds).
(b) As used herein: (i) the term "Book Value of the Acquired Assets" means the book value of the Acquired Assets determined in accordance with generally accepted accounting principles ("GAAP") consistently applied, except that, with respect to Inventory, Inventory shall be valued at the lower of cost (reduced by the effects of any applicable manufacturers' rebates previously available to Seller) or net realizable market value and adjusted to reflect reserves for mill ends, short rolls, obsolete, damaged, discontinued and slow moving Inventory in accordance with GAAP consistently applied; and (ii) the term "adjusted EBITDA" means the amount determined for the trailing twelve month period ended July 31, 1998 by adding to Earnings Before Interest and Taxes (EBIT) for such period, as determined in accordance with GAAP, the following: (1) depreciation, as dete...
Calculation of Final Purchase Price. The “Final Purchase Price” shall be the amount equal to the Initial Purchase Price reduced by the Expense Payments Amount, if any, and reduced by the absolute value of the Adjustment Amount, if the Adjustment Amount is a negative number.
Calculation of Final Purchase Price. (a) The total consideration to be paid to Seller for the sale, transfer, and conveyance of the Acquired Assets, and the covenant not to compete set forth in Section 11.11 hereof shall be an amount equal to the sum of (i) the Net Capital Employed as of the Effective Time, and (ii) $12,776,000 (which amount includes $25,000 as an amount agreed upon by the parties to compensate Seller for lost revenues resulting from the determination of the Net Capital Employed being conducted on the Closing Date rather than after the Effective Time) (the "Final Purchase Price"), plus the assumption of the Assumed Liabilities.
(b) For purposes of determining the Final Purchase Price only, the term "Net Capital Employed" means (i) the book value of the tangible and intangible Acquired Assets as of the Effective Time determined in accordance with generally accepted accounting principles ("GAAP") consistently applied, less (ii) the amount of the Assumed Liabilities as of the Effective Time to the extent such Assumed Liabilities would be reflected on or reserved against in a balance sheet as of the Closing Date prepared in accordance with GAAP consistently applied. The determination of the application of accounting principles on a basis consistent with prior periods shall be made by reference to Seller's prior application of such principles unless such principles or such prior application thereof was not in accordance with GAAP, in which case GAAP determined by Purchaser shall be used without regard to the consistency of the application thereof with Seller's prior accounting periods.
Calculation of Final Purchase Price. As soon as reasonably practicable, but in no event later than ninety (90) days after the Closing Date, Buyer shall prepare and cause to be delivered to Seller (i) a consolidated balance sheet for the Target Group as of immediately prior to Closing (the “Final Balance Sheet”), (ii) a good faith calculation of the Purchase Price payable at Closing after giving effect to the adjustments described in Section 1.1.1(b) (the “Final Purchase Price”), and (iii) a good faith calculation, as of immediately prior to the Closing, of (A) Working Capital and (B)
Calculation of Final Purchase Price. Immediately after the Closing Balance Sheet is finalized pursuant to Section 3.1(b) above, the parties shall calculate the "Final Purchase Price." Such Final Purchase Price shall be equal to the Preliminary Purchase Price diminished, on a dollar-for-dollar basis, by the amount, if any, that the carrying amount of the Purchased Assets reflected on the Closing Balance Sheet decreases from the carrying amount of the Purchased Assets reflected on the Initial Balance Sheet, by more than the sum of (x) One Hundred Thousand Dollars ($100,000) plus (y) five percent (5%) of the carrying amount of the Purchased Assets reflected on the Initial Balance Sheet.
Calculation of Final Purchase Price. (i) No later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Acquiror an estimated Closing Date Balance Sheet (the “Estimated Closing Date Balance Sheet”) and Statement of Capital and Surplus (the “Estimated Statement of Capital and Surplus”) and a good faith calculation and estimate of: (A) the amount of Closing Date Cash on Hand (the “Estimated Cash on Hand”), (B) the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), (C) the amount of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (D) the amount of Closing Date Transaction Expenses (the “Estimated Closing Date Transaction Expenses”), (E) the Statutory Capital Adjustment (the “Estimated Statutory Capital Adjustment”), (F) the Illinois Medicaid Adjustment Amount (the “Estimated Illinois Medicaid Adjustment Amount”), and (G) using the amounts referred to in clauses (A) through (F), the Estimated Purchase Price (collectively, the calculations and estimates set forth in clauses (A) through (G), the Estimated Closing Date Balance Sheet and the Estimated Statement of Capital and Surplus, the “Initial Closing Statements”). The Initial Closing Statements shall be prepared in accordance with the Accounting Principles and this Agreement and be accompanied by reasonable supporting detail. During the five (5) Business Days prior to the Closing, Seller and the Company Group shall provide Acquiror and its representatives with access to information that Acquiror reasonably requests relating to the Initial Closing Statements and Seller’s preparation thereof. Seller shall consider in good faith any changes Acquiror proposes to the Initial Closing Statements.
(ii) As promptly as practicable, but no later than sixty (60) days following the end of the Run-Out Period, Acquiror shall deliver to Seller the Closing Date Balance Sheet and the Statement of Capital and Surplus and a good faith calculation of: (A) the amount of Closing Date Cash on Hand, (B) the Net Working Capital Adjustment, (C) the amount of Closing Date Indebtedness, (D) the amount of Closing Date Transaction Expenses, (E) the Statutory Capital Adjustment, (F) the Illinois Medicaid Adjustment Amount, and (G) using the amounts referred to in clauses (A) through (F), a proposed calculation of the Final Purchase Price (collectively, the calculations and estimates set forth in clauses (A) through (G), the Closing Date Balance Sheet and the Statement of Capital and Surpl...
Calculation of Final Purchase Price. 19 3.3.1 Closing Date Statement .......................................................... 19 3.3.2 Disputes Regarding Closing Date Statement ....................................... 19 3.3.3
Calculation of Final Purchase Price. Not later than eight Business Days following receipt by Purchaser of the audited Effective Date Financial Statements, Seller shall deliver to Purchaser the calculation of the Purchase Price pursuant to Section 3.1 (specifying the amounts of the Adjustment Items and the underlying amounts in the Chart of Accounts) ("Final Purchase Price").
Calculation of Final Purchase Price. (i) Within 90 days following the Closing Date, Buyer shall deliver to Sellers a proposed calculation of the Final Purchase Price (the “Final Closing Statement”) and the components thereof, together with reasonable supporting detail, based on the Subsidiaries’ books and records and other information then available and prepared in accordance with GAAP. For purposes of this Agreement, the term “Final Purchase Price” shall mean (A) $61,000,000, plus (B) the Cash Adjustment and plus (C) the Net Assets Adjustment (which may be a negative number if the calculation results in a negative number under clause (b) of the definition of “Net Assets Adjustment”).
