Closing Statement Dispute Resolution Sample Clauses
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Closing Statement Dispute Resolution. (i) During the 30 days following the date upon which Buyer receives a Dispute Notice, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. If at the end of such 30 day period (or earlier by mutual agreement) Buyer and Seller have not reached agreement on all such matters, then Buyer and Seller may mutually agree to extend the time to resolve in writing any differences that they may have with respect to all matters specified in the Dispute Notice. In the absence of any such extension or upon the termination of any such extension without any additional extensions, the matters that remain in dispute may be submitted by either Party to a nationally recognized independent accounting firm agreed by the Parties in writing (the “Accountant”) for review and resolution.
(ii) Not more than 15 days after the Parties have agreed upon the Accountant, each Party shall submit to the Accountant any supporting materials and calculations with regard to any amounts in dispute in the Closing Statement. The Accountant shall render a decision resolving the matters within 30 days thereafter, unless the Parties reach prior agreement and withdraw the dispute from the Accountant. At the time the Accountant renders its decision, it shall provide a written statement of findings and conclusions regarding the Closing Statement and any disputed amounts set forth therein and shall issue a Final Closing Statement reflecting such decisions.
(iii) The decision of the Accountant shall be final and binding on the Parties. The fees and expenses of the Accountant shall be borne equally by Buyer and Seller. The fees and disbursements of Seller’s independent advisors incurred in connection with the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer’s independent advisors incurred in connection with the Closing Statement shall be borne by Buyer.
(iv) As used in this Agreement, the term “Final Closing Statement” shall mean the Closing Statement issued by Buyer or, if different, the Closing Statement agreed by Buyer and Seller or issued by the Accountant.
Closing Statement Dispute Resolution. (a) As promptly as practicable after the Closing (and in any event within thirty (30) days after the Closing), the Purchaser shall deliver to the Main Sellers and the EMEA Sellers a written statement (the “Closing Statement”), which shall be prepared in accordance with the Calculation Principles and the terms hereof and contain the Purchaser’s final calculation of:
(i) the Inventory Value as of the Closing (the “Closing Inventory
(ii) the CIP Receivables Amount as of the Closing (the “Closing CIP
(iii) the Prepaid Expenses Amount as of the Closing (the “Closing Prepaid Expenses Amount”);
(iv) the Warranty Provision Amount as of the Closing (the “Closing Warranty Provision Amount”);
(v) the Adjusted Net Working Capital as of the Closing (the “Closing Adjusted Net Working Capital”);
(vi) the Employee Adjustment Amount as of the Closing Date (the “Closing Employee Adjustment Amount”);
(vii) the aggregate of all EMEA Upward Adjustments (the “Aggregate EMEA Upward Adjustment”);
(viii) the aggregate of all EMEA Downward Adjustments (the “Aggregate EMEA Downward Adjustment”);
(ix) the aggregate of all Downward Adjustments (the “Aggregate Downward Adjustment”);
(x) the final Purchase Price adjusted as provided in this Section and based on the foregoing (the “Final Purchase Price”), which shall be equal to:
(A) the Purchase Price; plus
(B) the difference, which may be positive or negative, equal to the Closing Adjusted Net Working Capital minus $[●]; plus
(C) the Aggregate EMEA Upward Adjustment; minus
(D) the Aggregate EMEA Downward Adjustment; minus
(E) the Aggregate Downward Adjustment (if any); minus
(F) the Closing Employee Adjustment Amount (if any).
(b) If the Main Sellers and/or the EMEA Sellers disagree with the determination of the Closing Statement, the Main Sellers and/or the EMEA Sellers shall notify the Purchaser of such disagreement within thirty (30) days after delivery of the Closing Statement (such notice, the “Disagreement Notice”). The Disagreement Notice shall set forth, in reasonable detail, any disagreement with, and any requested adjustment to, the Closing Statement. If the Main Sellers and/or the EMEA Sellers fail to deliver the Disagreement Notice by the end of such thirty- (30-) day period, the Main Sellers and the EMEA Sellers shall be deemed to have accepted as final the Closing Statement delivered by the Purchaser. Matters included in the calculations in the Closing Statement to which the Main Sellers and the EMEA Sellers do not object...
Closing Statement Dispute Resolution. (a) As promptly as practicable (and in any event within 90 days after the Closing), the Purchaser shall prepare and deliver to the Main Sellers and the EMEA Sellers an unaudited statement (the “Closing Statement”) setting forth in reasonable detail the Net Working Capital Transferred of the Business as of the Closing Date (the “Closing Date Net Working Capital Transferred”) and each component thereof. Following the Closing, the Purchaser shall provide the Main Sellers and their representatives access to the records and employees of the Business to the extent relevant for the preparation of the Closing Statement and shall cause the employees of the Business to cooperate with the Main Sellers in connection with their review of the Closing Statement. “Net Working Capital Transferred” as of the Closing Date shall mean an amount equal to (i) the Closing Inventory Amount, plus (ii) the Closing CIP Accounts Receivable Amount, minus (iii) the Closing Warranty Provision, minus (iv) the Closing KPD Provision, minus (v) the Closing Net Deferred Revenues, minus (vi) the Closing Other Accrued and Contractual Liabilities, minus (vii) the Closing Accrued Vacation and Service Award Amount, minus (viii) the Closing Retirement Obligation Amount, minus (ix) the Excess ARD Employees Amount.
Closing Statement Dispute Resolution. During the fifteen (15) days immediately following the delivery of any Notice of Objection, the Buyer and the Seller shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in such Notice of Objection. During such period, the Buyer and the Seller shall each have access to the other party’s working papers, financial records, trial balances and similar materials prepared (by such other party or Persons retained by it) in connection with the other party’s preparation of the Revised Closing Statement or the Notice of Objection, as the case may be. The matters set forth in any such written resolution shall be final and binding on the parties hereto on the date of such written resolution.