Closing Date Payment Adjustment Clause Samples
Closing Date Payment Adjustment. Within ninety (90) days following the Closing Date, Kell▇▇▇▇▇ ▇▇▇ll cause Kell▇▇▇▇▇'▇ ▇▇▇ountants to prepare an audit of the financial statements of Certified for the portion of the fiscal year in which the Closing took place through and including the time of the Closing, and such financial statements shall be prepared in accordance with GAAP (the "Audited Closing Date Financial Statements"). The Shareholders shall be entitled to participate in the conduct of such audit. Upon completion of the audit, Kell▇▇▇▇▇ ▇▇▇ll prepare and deliver to the Shareholders a certificate verified as to accuracy by its Chief Financial Officer (the "Actual Purchase Price Certificate")
(a) attaching a copy of the Audited Closing Date Financial Statements, (b) attaching a copy of the unaudited, internally prepared balance sheet of Certified as of the time of the Closing (the "Adjusted Closing Date Balance Sheet"), which shall be based upon the balance sheet of Certified as of the time of the Closing included in the Audited Closing Date Financial Statements (the "Audited Closing Date Balance Sheet"), as adjusted by (i) applying Modified GAAP consistent with the methodology used in the preparation of the Current Balance Sheet (as hereinafter defined), (ii) reversing any reserve set forth on the Audited Closing Date Balance Sheet on account of any Remediation (as hereinafter defined) required to be paid for by the Shareholders under Section 6.23, (iii) writing down the book value of the inventory as reflected on the Audited Closing Date Balance Sheet by the book value of any inventory which was owned by Certified as of the date of the Current Balance Sheet but was not reflected on the Current Balance Sheet or was reflected on the Current Balance Sheet at zero value, and (iv) increasing the Net Worth of Certified as of the time of the Closing by the book value as of the time of the Closing of any Designated Automobiles which have been transferred to the Shareholders, and (c) setting forth the actual amount of the Purchase Price (which actual amount is referred to as the "Actual Purchase Price") and the method of calculation thereof in reasonable detail, which amount shall be determined based upon the Net Worth of Certified as of the time of the Closing as set forth in the Adjusted Closing Date Balance Sheet. Kell▇▇▇▇▇ ▇▇▇ll pay any costs or expenses incurred by it in connection with the preparation of the
Closing Date Payment Adjustment. Solely for the purposes of determining the Purchase Price adjustment required at Closing pursuant to Section 1.3(b)(iv) of the Agreement as amended above, the parties agree that, on the Closing Date, the net book value of the Store inventory being sold pursuant to the Asset Purchase Agreement calculated under the accounting methods set forth in the Company's consolidated financial statements (including inventory ordered on or before the Closing Date but not yet delivered on the Closing Date), shall be $53,400,000 (the "ESTIMATED CLOSING DATE INVENTORY"). Accordingly, the parties agree that the Purchase Price shall be reduced by $1,100,000 for purposes of the Closing Date Payment. No later than three (3) days following the Closing Date, the parties shall determine the actual net book value of the Store inventory calculated under the accounting methods set forth in the Company's consolidated financial statements as of the Closing Date (including inventory ordered on or before the Closing Date but not yet delivered on the Closing Date)(the "ACTUAL CLOSING DATE Inventory"). In the event the Actual Closing Date Inventory amount shall exceed the Estimated Closing Date Inventory amount, such resulting amount shall be paid by Acquiror to the Company, on behalf of the Company and the Operating Subsidiaries. In the event the Actual Closing Date Inventory amount shall be less than the Estimated Closing Date Inventory amount, such resulting amount shall be paid by the Company, on behalf of the Company and the Operating Subsidiaries, to Acquiror. All such payments shall be made promptly by wire transfer upon the determination of such amount, but in any event within two (2) Business Days.
Closing Date Payment Adjustment. Within ninety (90) days following the Closing Date, Acquiror shall deliver to Transferor a written statement (the “Final Closing Statement”), consisting of the following calculations prepared in accordance with the Accounting Principles, the defined terms contained in this Agreement and Section 2.03(d): (i) Net Working Capital as of the Calculation Time (the “Closing Net Working Capital”), together with a reasonably detailed explanation of the calculation thereof, (ii) Cash and Cash Equivalents as of the Calculation Time (the “Closing Cash”), (iii) the aggregate amount of Indebtedness as of the Calculation Time (the “Closing Indebtedness”), (iv) the aggregate amount of Transaction Expenses (the “Closing Transaction Expenses”), and (v) the resulting Final Closing Date Payment.
Closing Date Payment Adjustment. (a) For purposes of this Agreement:
Closing Date Payment Adjustment