Closing Statement; Purchase Price Adjustment Sample Clauses
Closing Statement; Purchase Price Adjustment. (a) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereof, Buyer shall provide to the Seller Representative and Seller a closing statement prepared by Buyer (the “Closing Statement”) and setting forth in reasonable detail and with reasonable supporting documentation the calculation of the Purchase Price Adjustment, including calculations of the Cash on Hand, Net Working Capital, Indebtedness, Transaction Expenses and Transaction Compensation as provided in the definition of Purchase Price Adjustment.
(b) During the thirty (30) days after its receipt of the Closing Statement, the Seller Representative shall have the right to inspect the work papers generated by Buyer in preparation of the Closing Statement and shall have reasonable and prompt access, during normal business hours, to the Company Group’s relevant personnel and to information, books and records of the Company Group reasonably requested by the Seller Representative and relevant to any amounts in the Closing Statement. To the extent reasonably practicable, all such information, books and records will be made available electronically. In the event that the Seller Representative believes that Buyer has not provided information and access in accordance with the foregoing, the Seller Representative may deliver written notice to Buyer thereof during such thirty (30) day period and such period shall thereupon be extended for an additional ten (10) Business Days. At or before the end of such thirty (30) day review period (as the same may be extended), the Seller Representative shall either (i) accept the calculations in the Closing Statement (including the Purchase Price Adjustment and each of its component calculations) in their entirety, in which case Buyer’s calculations shall be final, conclusive and binding on the parties hereto, or (ii) deliver to Buyer written notice and a written explanation in reasonable detail of (x) those calculations in the Closing Statement which the Seller Representative disputes and the proposed modification of such calculations, in which case only the items identified or as to which adequate information was not provided shall be deemed to be in dispute (“Disputed Items”) and other items shall be deemed to be accepted and/or (y) any failure of Buyer to provide the Seller Representative with adequate information in accordance with this Section 2.4(b). Within a further period of thirty (30) days from the end ...
Closing Statement; Purchase Price Adjustment. (a) The Company will prepare or cause to be prepared in good faith and delivered to Parent not later than five (5) Business Days prior to the anticipated Closing Date the Estimated Closing Date Statement, together with a written statement of the Company, signed by an executive officer of the Company, setting forth in reasonable detail (and together with reasonable supporting documentation) the calculations to be set forth on the Transaction Consideration Disbursement Schedule. In the event that Parent objects to any such amounts or calculations, Parent shall notify the Company in writing of such objections no later than three (3) days prior to the Closing Date. Parent and the Company shall cooperate in good faith to resolve such objection(s), if any, prior to the Closing; if such objection(s) is not resolved within three (3) days following receipt of the objection by the Company, then the Company shall make a good faith determination with respect to such objection and shall modify the Estimated Closing Date Statement and such accompanying calculations, as applicable, as it deems reasonably appropriate; provided, however, that, no position or agreement made or taken by any of the parties with respect to the Estimated Closing Date Statement and/or such accompanying calculations shall preclude any such party from taking any other position or making any other argument with respect to the Parent Post-Closing Statement and/or accompanying calculations, as applicable. The parties agree that in no event shall Closing be delayed as a result of the discussions contemplated by the preceding sentence.
Closing Statement; Purchase Price Adjustment