Closing and Post-Closing Adjustments. (a) Not later than the fifth Business Day prior to the Closing Date, Seller and Parent shall deliver to Purchaser a statement (the “Estimated Closing Statement”), consisting of (i) an estimated balance sheet of MONY as of the Closing Date after giving effect to the Pre-Closing Transactions and pro forma effect to the sale of Investment Assets that will be effected at the Closing pursuant to Section 5.16(b), (ii) an estimated calculation in reasonable detail of Adjusted Statutory Book Value as of the Closing Date (the “Estimated Adjusted Statutory Book Value”), (iii) an estimated calculation in reasonable detail of the Tax Asset Value as of the Closing Date (the “Estimated Tax Asset Value”), (iv) an estimated calculation of the Initial Reinsurance Premium and the Adjusted Ceding Commission (each as defined in the MLOA Reinsurance Agreement) and (v) a list of the Transferred Assets (as defined in the MLOA Reinsurance Agreement) to be transferred by MLOA to Purchaser or, at Purchaser’s discretion, to Purchaser by transfer to the Trust Account (as defined in the MLOA Reinsurance Agreement), on the Closing Date pursuant to the MLOA Reinsurance Agreement, including the Company Statutory Book Value (including investment income due and accrued, but excluding the amount of any principal and interest (to the extent included in such valuation) paid or to be paid to MLOA (and not Purchaser) following the date of determination as holder of record of such asset on or prior to the Closing) as of the last day of the second month immediately preceding the month in which the Closing shall occur or, in the case of the Closing occurring on December 31, 2013, as of November 30, 2013, or in any case as of such other date mutually agreed by the parties. The Estimated Closing Statement shall be estimated in good faith and based upon the Books and Records after giving effect to the Pre-Closing Transactions and pro forma effect to the sale of Investment Assets that will be effected at the Closing pursuant to Section 5.16(b). The Estimated Closing Statement shall be in the form of Schedule 2.5(a)(i) hereto and prepared and calculated in accordance with the methodologies, procedures, judgments, assumptions and estimates described on Schedule 2.5(a)(ii) hereto (the “Closing Statement Methodologies”). For illustrative purposes only (except with respect to the representation set forth in the last sentence of Section 3.16(a)(i)), attached as Schedule 2.5(a)(iii) hereto is an Estimated Cl...
Closing and Post-Closing Adjustments. All adjustments normal in asset acquisitions, including but not limited to rents and employee compensation, telephone charges, personal property taxes, customer prepayments, if relating to a period before and after the Closing Date, shall be apportioned between Seller and Purchaser according to the number of days in the period covered thereby which occurred prior to and including the Closing Date and subsequent to the Closing Date. The aggregate amount of any adjustment shall be determined and paid as of the Closing Date. Any additional amounts determined after the Closing Date to be paid by either party under this Section 3.4 shall be paid by check delivered within seven (7) days following determination of the amount of any such adjustment.
Closing and Post-Closing Adjustments. Seller and Buyer shall mutually reconcile all closing adjustments relating to the Transferred Assets and the Business of Seller prior to, or at, the Closing. The parties agree as follows in regards to the ongoing tracking, allocation, and collection of each party's Photographic Asset receivables post-Closing:
(a) At Closing, Seller shall provide Buyer with a complete list of Seller's outstanding pre-Closing receivables that have open invoices. Seller may continue to collect/attempt to collect all such outstanding pre-Closing receivables, without limitation, for as long as Seller wishes. Should Buyer happen to receive any customer payments for such identified outstanding pre-Closing receivables of Seller, Buyer shall remit such payments to Seller.
(b) For new post-Closing Seller receivables related to pre-Closing usage of Photographic Assets that is only reported by customers post-Closing, Seller may continue to create and issue new invoices for such receivables for a period of two (2) months following the Closing, and, for all new invoices properly created during this period (including invoices created for internal use), Seller may continue to collect/attempt to collect all such receivables associated with such new invoices, without limitation, for as long as Seller wishes. Should Buyer happen to receive any customer payments for such Seller receivables identified on such new invoices, Buyer shall remit such payments to Seller. In addition, to facilitate Sellers invoicing and collection efforts, Buyer shall share all Photographic Asset usage reports received by Buyer from customers during this same two (2) month period.
(c) After the Closing, Seller shall cooperate with Buyer in Buyer's efforts to transition customers to remitting usage reports for post-Closing Photographic Asset usage, and associated payments, directly to Buyer. To the extent that Seller continues to receive any such usage reports for post-Closing Photographic Asset usage, and/or associated payments, Seller shall remit all such reports and/or associated payments to Buyer.
(d) In addition, in order to aid the parties in properly identifying, verifying, and allocating the Photographic Asset receivables remitted to each party by customers post-Closing, each party agrees to exchange redacted copies of bank statements for all accounts used by such party to collect/deposit customer payments, in a manner sufficient only to identify all customer payments received by such party, for a period of si...
Closing and Post-Closing Adjustments. The determination of the cost of the Inventory on the date of Closing shall be accomplished at and after the Closing in the following manner:
(a) The Purchaser shall promptly prepare a schedule of the Company's cost of the Inventory (the "INVENTORY SCHEDULE") within thirty (30) days of the date of Closing. Purchaser shall deliver copies thereof to the Company and each Shareholder. The Company and the Shareholders and their respective representatives, agents and advisors shall have full and complete access to the Company's former offices and premises and to the work papers and other records for the purpose of observing all aspects of the Purchaser's preparation of the Inventory Schedule.
(b) The Company and the Shareholders shall have ten (10) business days after receipt of the Inventory Schedule (the "REVIEW PERIOD") to review and verify the Inventory Schedule. If no party objects in writing to the Inventory Schedule within the Review Period, then the Inventory Schedule shall be final and binding on all parties, and the Purchaser shall calculate the Inventory Stream amounts using the Inventory Schedule in accordance with Section 1.3.1. If any party does so object within the Review Period then the parties shall meet as soon as practicable to attempt to resolve any such objection of the Company. If the parties agree in writing on a final Inventory Schedule within ten (10) days after the expiration of the Review Period, then Purchaser shall calculate the Inventory Stream amounts using that final Inventory Schedule in accordance with Section 1.3.1 and shall pay to the Company the difference, if any, resulting from any adjustments made to the Inventory Schedule. If the parties cannot agree upon a final Inventory Schedule within ten (10) days after the Review Period, then the provisions of Section 9.12 shall become applicable and the Purchaser shall calculate the amounts of the Inventory Stream using the Inventory Schedule then in dispute until either (i) all parties mutually agree upon a final Inventory Schedule or (ii) an arbitration award pursuant to Section 9.12 is entered which establishes a final Inventory Schedule. The Purchaser shall pay to the Company the difference, if any, resulting from any adjustments made to the Inventory Schedule.
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5.1 Within sixty (60) days after the Closing Date (the "Post Closing Date"), Seller's Accountant will deliver to Purchaser No.1 and to Purchaser No. 2
Closing and Post-Closing Adjustments. As soon as practicable after the Closing, TBI shall pay to KNE an amount in cash sufficient to (i) compensate KNE for one-half of the direct salary cost paid by KNE for employees and independent contractors performing services for KNPC during the month of January, 1996, and (ii) compensate KNE for any other costs incurred by it in the ordinary course of KNPC's business for the month of January, 1996. Within fourteen (14) days following the Closing, KNE shall calculate and furnish to TBI the amount that will need to be paid
Closing and Post-Closing Adjustments. At the Closing, adjustments to the Purchase Price will be made as follows:
A. To the extent of any fire, theft, casualty or other loss to the Assets to be purchased or assigned, the Purchase Price as to such Assets shall be reduced, dollar for dollar, based upon the amount of any insurance recovery by Seller or, if none, then the fair market value agreed upon by the parties or an appraisal process, The appraisal process shall involve three appraisers; one selected by each party and one mutually agreed upon. The average of their appraisals shall be the fair market value The parties agree to meet to discuss the value of any loss within five business days of its occurrence and, if the value has not been agreed upon by the tenth business day after the loss, to designate all appraisers on the eleventh day Each party agrees to cooperate fully with the appointment and valuation process and instruct that the appraisers valuation report be submitted within ten business days.
B. As applicable and pro rata to the Closing, amounts paid or due pursuant to the Facility Leases, any assumed Leases and Contracts, and any Deposits/ Prepaid.
Closing and Post-Closing Adjustments. The following adjustments shall be made by Capital acting through its Chief Financial Officer (or, if no such officer exists, the officer performing the duties of a Chief Financial Officer) to the August 31 Balance Sheet and the September 30 Balance Sheet to create the Closing Statement and the September 30 Statement (the Parties agree the August 31 Balance Sheet adjustments shall be collectively referred to as the "Closing Adjustments," and the September 30 Balance Sheet adjustments as the "Post-Closing Adjustments"):"
Closing and Post-Closing Adjustments. Adjustment shall be made, as of 12.01 a.m. on the Date of Closing, for realty taxes, and any other charges secured thereunder, local improvement rates, municipal/provincial levies and charges, water rates, utilities, fuel costs, current rents, percentage rents, prepaid rents, security deposits, interest on prepaid rents and security deposits, if required by contract, leasehold improvement costs, leasehold allowances and incentives, and any other items which are usually adjusted in purchase transactions involving commercial properties. If applicable. Closing of the sale shall occur be thirty (30) days of the removal of all conditions. The Vendor agrees, subject to the payment of the Purchase Price in accordance with this Offer to Purchase and satisfaction by the Purchaser of the terms hereof, to deliver possession of the Property to the Purchaser on the Closing Date.
Closing and Post-Closing Adjustments. All deposits and expenses of a nature which are customarily subject to proration in a transaction involving the purchase and sate of assets of an ongoing business shall be apportioned between Seller and Purchaser according to the number of days in the period covered thereby which occurred prior to and including the Closing Date, and the number of such days subsequent to the Closing Date. Those items subject to proration hereunder shall include, without limitation, rent and all other amounts payable with respect to any lease for the Premises, employee compensation, utilities, personal property taxes, Xxxxxxx Hills Gross Receipts Tax, and customer prepayments. The aggregate amount of any adjustment shall be determined and paid as of the Closing Date. Any additional proration determined after the Closing Date to be paid by either party under this Section 3.4 shall be paid by check delivered within seven (7) days following determination of the amount of any such adjustment.
