Certain Post-Closing Adjustments Sample Clauses
Certain Post-Closing Adjustments. (a) Within 60 Business Days after the last day of the month in which Closing occurs, Seller shall prepare and deliver to Buyer a statement (an "Adjustment Statement") which reflects (i) the book cost, as reflected on the books of Seller as of the Closing Date, of all inventories, materials, spare parts and supplies (excluding any fuel supplies) included in the Auctioned Assets (the "Final Non-Fuel Related Adjustment Amount") and (ii) the book value, as determined using Seller's historical weighted average method, of all fuel supplies included in the Auctioned Assets (the "Final Fuel Related Adjustment Amount"). The Final Fuel Related Adjustment Amount will be based on the actual fuel inventory on the Closing Date, and the Final Non-Fuel Related Adjustment Amount will be based on an inventory survey conducted within 30 Business Days prior to the Closing Date, in each case, consistent with the inventory procedures of Seller in effect as of the date of this Agreement (the "Inventory Survey"). Seller will permit an employee, or representative, of Buyer to observe the Inventory Survey. The Adjustment Statement shall be prepared using (i) GAAP and (ii) with respect to the Final Non-Fuel Related Adjustment Amount the same system average price that Seller has historically used to calculate the book cost of its supplies, materials and spare parts inventory. Buyer agrees to cooperate with Seller in connection with the preparation of the Adjustment Statement and related information, and shall provide to Seller such access, books, records and information as may be reasonably requested from time to time.
(b) Buyer may dispute the quantity delivered or quality of any inventory item shown on the Adjustment Statement, or the mathematical calculations reflected therein, by notifying Seller in writing of the disputed amount, and the basis of such dispute, within 20 Business Days of Buyer's receipt of the Adjustment Statement; provided, however, that in respect of the quality of any inventory item, Buyer may not dispute Seller's normal and customary methods for accounting for excess inventory. Buyer shall have no right to dispute any other matter in respect of the Adjustment Statement, including historical system average price used to calculate the book cost of the inventory and the Final Non-Fuel Related Adjustment Amount or the appropriateness, under GAAP or otherwise, of using such historical system average price to determine the book cost of any particular item of invent...
Certain Post-Closing Adjustments. The Plant Purchase Price shall be subject to the following post-Closing adjustments, but only if such adjustments, in the aggregate, will result in a change in the Plant Purchase Price of $250,000 or more: Page 16 - CENTRALIA PLANT PURCHASE AND SALE AGREEMENT (i) The Plant Purchase Price shall be increased by the amount expended by Sellers between the date hereof and the Closing Date for capital additions to or replacements of property, plant and equipment included in the Assets and other expenditures or repairs on property, plant and equipment included in the Assets that would be capitalized by Sellers in accordance with their normal capitalization policies (together "Capital Expenditures"), which Capital Expenditures either appear on Schedule 2.6(f)(i) or, subject to the provisions of Section 6.3(f), are otherwise deemed reasonably necessary by Sellers for the continued operation or maintenance of the Plant and the Assets or for compliance with Law, provided that such Capital Expenditures shall not include Remediation Measures in respect of Existing Soils Contamination or spare parts, materials and supplies which constitute Supplies, Coal Inventories, or costs of RACT Compliance.
Certain Post-Closing Adjustments. (a) In the event that the Closing Date Balance Sheet (in its final form as provided in Section 9.05(c)) shows that the Purchased Assets plus the HMI Receivables as of the Closing Date (the "Closing Date Asset Amount") is different from the Benchmark Asset Amount, then (i) if the Closing Date Asset Amount is greater than the Benchmark Asset Amount, Purchaser shall pay to HMI the amount, if any, by which the Closing Date Asset Amount exceeds the Benchmark Asset Amount, and (ii) if the Benchmark Asset Amount is greater than the Closing Date Asset Amount, (A) a portion of the Adjustment Escrow Fund equal to the shortfall of the Closing Date Asset Amount
(b) As used in this Agreement, "HMI Receivables" means the Receivables owned by Sellers and attributable to services rendered by the Sellers prior to the date hereof. In determining the amount to be recorded on the balance sheet with respect to the HMI Receivables, reserves and allowances with respect to the HMI Receivables shall be subtracted in a manner consistent with the June 30, 1997 Adjusted Balance Sheet.
(c) As used in this Agreement, "Benchmark Asset Amount" means an amount equal to (x) the assets shown on the June 30, 1997 Adjusted Balance Sheet, minus (y) the amount of any Purchase Price Adjustment (as defined in Section 9.07).
Certain Post-Closing Adjustments. The Parties hereby agree to the procedures set forth on Schedule 2.9 with respect to certain potential payments to be made after the Closing.