Closing Calculation. (i) Buyer shall be entitled to full access to the relevant records and working papers prepared by or for Seller, and to Seller's employees involved in such preparation, to aid in its review of the calculation of the Closing NAV set forth on the Closing Statement. If Buyer believes that the Closing NAV calculation (hereinafter the "Closing Calculation") has not been ------------------- properly calculated in accordance with the calculation methodologies set forth in this Section 1.4, it shall, within thirty (30) days after receipt of the Closing Calculation, give written notice (the "Buyer's Objection") to Seller, ----------------- setting forth the basis of the Buyer's Objection in reasonable detail and, to the extent practicable, the adjustments to the Closing Calculation which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval of the Closing Calculation. There shall be no adjustment to the Closing Calculation unless the cumulative amount of Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of thirty (30) days following the date on which Buyer gives Seller notice of any such proposed change, any such proposed change still remains disputed, then:
(ii) KPMG Peat Marwick LLP (the "Neutral Accounting Firm") shall ----------------------- be engaged to resolve any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator to determine, based solely on presentations submitted by Seller and Buyer, and not by independent review, only those issues still in dispute. Each of Buyer and Seller shall have made its complete submission to the Neutral Accounting Firm within ten (10) days following the expiration of the thirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a compl...
Closing Calculation. No later than [**] after the Closing Date, the Purchaser shall prepare and deliver to the Vendors’ Delegate (a) the Closing Date Balance Sheet prepared in accordance with the accounting principles provided for in Schedule 2.3, which has been delivered by the Parties concurrently with the execution of this Agreement, (b) the calculation of, Closing Date Cash, Closing Indebtedness, Closing Transaction Expenses and the Closing Working Capital based on such Closing Date Balance Sheet; and (c) the calculation of the Purchase Price (excluding the Contingent Consideration) (collectively, the “Closing Calculation”). Schedule 2.6.1, which has been delivered by the Parties concurrently with the execution of this Agreement, contains a sample calculation of the Closing Calculation. The Vendors’ Delegate shall be permitted reasonable access to the relevant books and records of the Purchaser and any personnel or representative responsible for preparing the Closing Calculation in respect of the Closing Date Balance Sheet during normal business hours.
Closing Calculation. Not later than five (5) Business Days prior to the Closing Date, the Companies shall deliver to Buyer a calculation (the “Closing Calculation”) setting forth the Estimated Closing Date Cash on Hand, the Estimated Closing Date Net Working Capital (calculated in accordance with the definition of Net Working Capital), the Estimated Closing Date Indebtedness, the Estimated Closing Date COVID-19 Relief Indebtedness and the Estimated Selling Expenses and the Closing Cash Amount resulting therefrom, together with wire instructions from each payee of such Estimated Selling Expense and, to the extent requested by Buyer, accompanied by reasonable supporting details (including written invoices) and work papers. The Closing Calculation and each component thereof shall be prepared in accordance with this Agreement, the Accounting Principles and, with respect to other receivables, net, the Example Calculation. Buyer may deliver comments on the Closing Calculation to the Sellers on or before the date that is three (3) Business Days prior to the Closing Date, and the Sellers will consider in good faith any such comments delivered by Buyer, and if any adjustments are made, the Closing Calculation shall be revised accordingly; provided, that if disagreements are not resolved prior to the Closing Date, the applicable amounts set forth in the Closing Calculation delivered by the Sellers (as it may be adjusted to the extent mutually agreed) shall apply.
Closing Calculation. Prior to the Closing Date, the Selling Parties have delivered to Buyer an estimated, unaudited, consolidated balance sheet of the Acquired Companies as of the Sale Time prepared on a basis consistent with the Specified Accounting Principles (the "Estimated Closing Date Balance Sheet"), together with a calculation (the "Closing Calculation") setting forth the Estimated Closing Date Cash, the Estimated Closing Date Indebtedness (with copies of the Indebtedness Payoffs attached), the Selling Expenses unpaid as of the Sale Time (with copies of the Selling Expenses Payoffs attached), and the Estimated Closing Date Net Working Capital.
Closing Calculation. To aid its review of Parent’s Closing Statement, the Stockholders’ Representative shall be entitled to reasonable access to the records and working papers prepared by Parent specifically for the calculation of the Working Capital. If the Stockholders’ Representative believes that the Working Capital set forth on Parent’s Closing Statement has not been properly calculated in accordance with this Section 3.9, it shall, within ten (10) days after delivery of Parent’s Closing Statement, give written notice (the “Objection”) to Parent, setting forth the detailed basis of each objection and the specific adjustments to Parent’s Closing Statement which the Stockholders’ Representative believes should be made. Failure to provide Parent with the Objection in accordance with this Section 3.9 within such ten (10) day period shall constitute acceptance and approval by the Stockholders’ Representative of Parent’s Closing Statement. For a period of ten (10) days after the Objection (the “Negotiation Period”), Parent and the Stockholders’ Representative shall negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remain unresolved, then:
Closing Calculation. (i) Bordxx xxxll be entitled to full access to the relevant records and working papers prepared by or for MergerCo and MergerCo's Accountants to aid in its review of the calculation of the Closing Balance Sheet, provided, however, that any such review will be conducted in a manner which does not interfere with the ongoing conduct of the Business. If Bordxx xxxieves that the Closing Working Capital calculation (hereinafter the "Closing Calculation") has not been properly calculated in accordance with the calculation methodologies set forth in this Section 5.2, it shall, within 30 days after receipt of the Closing Calculation, give written notice (the "Bordxx Xxxection") to
Closing Calculation. Within thirty (30) days after the Closing, Buyer shall utilize a sampling process to verify the approximate amount of the Closing Inventory of the Business, and shall provide SeraCare with evidence of such calculation (as later verified or adjusted, the “Closing Calculation”). In the event that the Closing Calculation shows that the gross book value of the Closing Inventory is less than 90% of the gross book value of the September Inventory, SeraCare shall pay Buyer, on a dollar-for-dollar basis, for the amount of any such discrepancy. Any payments pursuant to this Section 2.3(d) shall be considered adjustments to the Purchase Price for all purposes. Payment of any adjustment to the Purchase Price pursuant to this Section 2.3(d) shall be made by wire transfer to an account designated by Buyer, in United States Dollars, in immediately available federal funds within three (3) business days after the Closing Calculation has been determined.
Closing Calculation. Not later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer an estimated unaudited balance sheet of the Business as of the Closing prepared on a basis consistent with the Interim Financial Statements (the “Estimated Closing Date Balance Sheet”), together with a calculation (the “Closing Calculation”) setting forth the Estimated Closing Date Cash and the Estimated Closing Date Net Working Capital and the amount of outstanding Selling Expenses and Indebtedness, together with invoices and payoff letters, as applicable, to be paid by Buyer pursuant to Section 2.3 and 2.4 above.
Closing Calculation. No later than three (3) Business Days prior to the Closing Date, the Sellers’ Representative shall prepare and deliver to Buyers (a) a consolidated balance sheet of the Company Group setting forth the Sellers’ reasonable and good faith estimate, as of the Closing Date, of the Estimated Closing Date Net Working Capital (the “Estimated Closing Date Balance Sheet”), and (b) a reasonably detailed statement (the “Closing Calculation Statement”), based on the Estimated Closing Date Balance Sheet setting forth the Sellers’ Representative’s good faith estimates of the Estimated Closing Date Cash on Hand, the Estimated Closing Date Net Working Capital, the Estimated Company Closing Indebtedness, Estimated Company Closing Assumed Indebtedness, the Estimated Selling Expenses, Estimated Customer Deposits Amount and the calculation of the Closing Cash Amount. The Estimated Closing Date Balance Sheet and the Closing Calculation Statement shall be accompanied by reasonable supporting details, an itemized breakdown of each component of the Closing Calculation Statement and work papers, and shall be prepared in accordance with the applicable definition(s) and the Accounting Principles.
Closing Calculation. Not later than three (3) Business Days prior to the Closing Date, Valence Parent shall deliver to Evolent an estimated unaudited consolidated balance sheet of the Business as of the Adjustment Time (the “Estimated Closing Date Balance Sheet”), together with a calculation (the “Closing Calculation”) in the same format as the Example Calculation setting forth the Estimated Net Working Capital and the Estimated Liability Coverage Amount as of the Adjustment Time and the Indebtedness Payoff Amount and the Valence Transaction Expenses estimated as of the Closing Date, which such items set forth in the Estimated Closing Date Balance Sheet and the Closing Calculation shall be based upon the books and records of Valence Parent, prepared in good faith and in accordance with GAAP as modified by the Specified Accounting Principles. Between the date on which the Estimated Closing Date Balance Sheet and the Closing Calculation are delivered to Evolent and the Closing, Valence Parent shall permit Evolent and its representatives to have reasonable access to Valence Parent’s auditors, accountants, personnel, books and records and any other documents or information reasonably requested by Evolent (including the information, data and work papers used by auditors or accountants that assisted in the preparation of the items set forth in the Estimated Closing Date Balance Sheet and the Closing Calculation). The Estimated Closing Date Balance Sheet and Closing Calculation shall be subject to Evolent’s consent, not to be unreasonably withheld, conditioned or delayed.
