Cash Payment Determination Sample Clauses

Cash Payment Determination. (a) Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement setting forth in reasonable detail Buyer’s calculation of the Acquired Company Closing Cash, Acquired Company Closing Debt, the Closing Debt-Like Items, the Working Capital Amount, the Working Capital Surplus (if any) and the Working Capital Deficit (if any) and, based on such calculations, Buyer’s calculation of the Cash Payment (such statement, the “Closing Statement”), along with reasonable supporting detail used by Buyer to compute the information set forth therein. (b) For a period of forty-five (45) days after the delivery of the Closing Statement, Buyer shall provide Seller and any accountants or advisors retained by Seller with the reasonable opportunity, during normal business hours, upon reasonable advance notice, to review (and copy) the relevant Books and Records of the Business to the extent used by Buyer in the preparation of, or otherwise reasonably relevant to, the Closing Statement, and to discuss such Books and Records and the Closing Statement with the relevant personnel of Buyer and its Affiliates, in each case to the extent reasonably necessary for, and for the sole purpose of, Seller’s review of the Closing Statement; provided, that the independent accountants of Buyer shall not be obligated to make any work papers available to Seller or its representatives unless and until Seller or such representative has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such independent accountants. If Seller has any objections to the Closing Statement, then Seller will deliver to Buyer a written statement (the “Objections Statement”) describing (i) which items on the Closing Statement have not been prepared in accordance with this Agreement, (ii) the basis for Seller’s disagreement with the calculation of such items and (iii) Seller’s proposed dollar amount for each item in dispute, within forty-five (45) days after delivery of the Closing Statement. If Seller notifies Buyer that it accepts the contents of the Earnout Report or if Seller fails to deliver an Objections Statement within such forty-five (45) day period, then the Closing Statement shall be final, binding and non-appealable by the Parties and the Cash Payment set forth therein shall be the Final Cash Payment. If Seller delivers an Objections Statement within such forty-five (45) day period, then Buyer and Seller will ...

Cash Payment Determination. The Appointing Authority determines that 14 because of the nature of the work load in a particular departmental unit the 15 payment of cash for overtime hours worked is necessary.

Cash Payment Determination