Closing Payment and Post-Closing Purchase Price Adjustments. (a) As soon as reasonably practicable after the Closing but not later than the later of (i) the one hundred and eightieth (180th) day following the Closing Date and (ii) the date on which the Parties or the Title Arbitrator or Environmental Arbitrator, as applicable, finally determines all Title Defect Amounts and Environmental Defect Amounts under Sections 3.3 and 4.5 respectively, Seller shall prepare and deliver to Purchaser a draft statement setting forth the final calculation of the adjustments to the Purchase Price and showing the calculation of each adjustment under Section 2.3, based on the most recent actual figures for each adjustment. Seller shall, at Purchaser’s request, make reasonable documentation available to support the final figures. As soon as reasonably practicable, but not later than the thirtieth (30th) day following receipt of Seller’s statement hereunder, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes be made to such statement. Seller may deliver a written report to Purchaser during this same period reflecting any changes that Seller proposes to be made to such statement as a result of additional information received after the statement was prepared. The Parties shall undertake to agree on the final adjustments to the Purchase Price no later than ninety (90) days after delivery of Seller’s statement. In the event that the Parties cannot reach agreement within such period of time, any Party may refer the items of adjustment which are in dispute to the Dallas office of Gxxxx Xxxxxxxx, or, if such firm is not able or willing to serve, a nationally-recognized independent accounting firm or consulting firm mutually acceptable to both Purchaser and Seller (the “Accounting Arbitrator”), for review and final determination by arbitration. The Accounting Arbitrator shall conduct the arbitration proceedings in Dallas, Texas in accordance with the Commercial Arbitration Rules of the American Arbitration Association, to the extent such rules do not conflict with the terms of this Section. The Accounting Arbitrator’s determination shall be made within forty-five (45) days after submission of the matters in dispute and shall be final and binding on all Parties, without right of appeal. In determining the proper amount of any adjustment to the Purchase Price, the Accounting Arbitrator shall be bound by the terms of Section 2.3 and may not increase the Purchase Price more than the increase proposed ...
Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, using and based upon the best information available to Seller, a preliminary settlement statement estimating the initial Adjusted Purchase Price after giving effect to all adjustments to the Unadjusted Purchase Price set forth in Section 3.4. Within two Business Days after its receipt of such statement, Purchaser shall submit to Seller in writing any objections or proposed changes thereto and Seller shall consider all such objections and proposed changes in good faith. Seller and Purchaser shall use commercially reasonable efforts to attempt to resolve any differences regarding the preliminary settlement statement before the Closing; provided, to the extent such objections are not so resolved by mutual agreement of Seller and Purchaser prior to the Closing Date, the Closing shall proceed using the Closing Date Defect Adjustment but otherwise using Seller’s calculation of the other components of the purchase price, adjusted to reflect agreed upon resolution of any disputed item. All other adjustments to the Unadjusted Purchase Price not determined as of Closing shall be taken into account as provided in Section 8.4(b). The estimate set forth in the final preliminary settlement statement shall constitute the U.S. Dollar amount to be paid by Purchaser to Seller at the Closing (the “Closing Payment”).
Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Target Closing Date, Sellers shall prepare and deliver to Purchaser, using and based upon the books and records of the Company and the Subsidiaries, a preliminary settlement statement setting forth Sellers’ good faith estimate of the Purchase Price for the Shares after giving effect to all adjustments set forth in Section 2.2, including the calculation of Net Working Capital. Purchaser shall have three (3) Business Days to review such preliminary settlement statement. On the day following expiration of such three (3) Business Day review period, Purchaser shall submit a written report containing any changes Purchaser proposes to be made to the settlement statement. Sellers and Purchaser shall agree on a final settlement statement no later than one (1) Business Day prior to Closing; provided, however, if Sellers and Purchaser are unable to agree, then, subject to Section 2.3(b), Sellers’ determination shall be used to calculate the amount payable by Purchaser to Sellers at Closing (such amount, the “Closing Payment”).
Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Sellers Representative shall prepare and deliver to Buyer, using and based upon the best information reasonably available to Sellers Representative, a preliminary settlement statement estimating the amount due by Buyer at Closing after giving effect to all Purchase Price adjustments set forth in Article III. Buyer shall have two (2) business days to review the preliminary settlement statement. On the business day following expiration of the two (2) business-day review period, Buyer shall submit a written report containing any changes Buyer proposes to be made to the preliminary settlement statement. The parties shall attempt to agree on the final preliminary settlement statement no later than one (1) business day prior to the Closing. If the parties are unable to agree by that date, subject to any adjustment under Section 9.3(b) the estimate delivered by Sellers Representative in accordance with this Section 9.3 shall constitute the dollar amount to be paid by Buyer to Sellers at the Closing (the “Closing Payment”).
Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than ten (10) business days prior to the Closing Date, Seller shall prepare and deliver to Buyer, using and based upon the best information available to Seller, a preliminary settlement statement estimating the Adjusted Purchase Price after giving effect to all Purchase Price adjustments set forth in Section 2.2. The estimate delivered in accordance with this Section
Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Parent shall prepare and deliver to Buyer: Parent’s estimate of the Purchase Price as adjusted pursuant to Section 2.4 substantially in the form of the Illustrative Closing Statement set forth on Exhibit D (together with supporting documentation reasonably necessary for Buyer to verify such estimate, the “Closing Notice”). Buyer shall have two (2) Business Days from receipt thereof to review the Closing Notice. On the day following expiration of such two (2) Business Day review period, Buyer shall submit to Parent a written report containing any changes Buyer proposes to be made to the Closing Notice which Parent shall consider in good faith. Parent and Buyer shall agree with respect to any such changes to the Closing Notice no later than two (2) Business Days prior to the Closing; provided, however, if Parent and Buyer are unable to agree, then, subject to Section 2.5(b), Parent’s determination shall be used for purposes of the payment to be made at the Closing (the Closing Notice as so updated, the “Closing Statement”). The estimated Purchase Price as set forth in the Closing Statement shall constitute the “Closing Payment”.
Closing Payment and Post-Closing Purchase Price Adjustments. (a) At Closing, the Company shall prepare and deliver to Purchaser, using and based upon the best information available to the Company, a preliminary settlement statement setting forth the Company’ s good faith estimate of the Adjusted Purchase Price after giving effect to all Purchase Price adjustments set forth in Section 2.2. Purchaser shall have an opportunity to review and discuss such preliminary settlement statement with the Company. The estimate delivered in accordance with this Section 7.4(a) shall constitute the dollar amount to be paid by Purchaser at the Closing to Seller, subject to reduction for (i) the Escrow Amount and (ii) Tax withholding required by U.S. or Colombian Laws (the “Closing Payment”).
Closing Payment and Post-Closing Purchase Price Adjustments. (a) Prior to the Closing Date, Seller delivered to Purchaser, using and based upon actual amounts then available (or if actual amounts are not available, Seller’s reasonable best estimate of the actual amounts), a preliminary settlement statement estimating the Purchase Price for the Interests after setting forth each adjustment to the Unadjusted Purchase Price set forth in Section 2.2. Purchaser and Seller agree that the estimates delivered in accordance with this Section 7.4(a) constitute the collective dollar amount to be payable by Purchaser to Seller at the Closing (the “Closing Payment”).
Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, using and based upon the best information available to Seller, a preliminary settlement statement estimating the Purchase Price for the Assets after giving effect to all adjustments set forth in Section 2.3. Such preliminary settlement statement shall be accompanied by supporting documentation. Until one (1) Business Day prior to the Closing Date, Purchaser shall have the opportunity to review and discuss the preliminary settlement statement with Seller, provided, however, Seller shall not be required to make any changes thereto to which Seller does not agree (provided, that the foregoing shall not limit Purchaser’s rights under Section 8.4(b) and (c)). The estimate delivered in accordance with this Section 8.4(a), less the Deposit and the Defect Escrow Amount as determined pursuant to Section 3.8(e), shall constitute the dollar amount to be payable by Purchaser to Seller at the Closing (the “Closing Payment”).
Closing Payment and Post-Closing Purchase Price Adjustments. (a) Not later than ten (10) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser, using and based upon the best information available to Seller, a preliminary settlement statement estimating the Adjusted Purchase Price after giving effect to all Purchase Price adjustments set forth in Section 2.2, as well as the bank name, account number and routing information for the account into which Seller desires Purchaser deposit the payment to be made by Purchaser at Closing pursuant to Section 7.3(a). The estimate delivered in accordance with this Section 7.4(a) shall constitute the dollar amount to be paid by Purchaser at the Closing (the “Closing Payment”).
