Determination of Final Purchase Price. (a) Not later than ninety (90) days following the Closing Date, Purchaser shall furnish to the Seller (i) audited statements of the Book Value of the Acquired Assets and Balance Sheet Liabilities, as of the Effective Time (the "Closing Balance Sheet"), prepared by Purchaser and reported upon by KPMG Peat Marwick LLP ("KPMG") and (ii) a calculation of Final Purchase Price and Closing Net Asset Value, respectively, in accordance with the respective formulas therefor set forth in Section 3.1(a) and Section 3.1(d), based on the data contained in such Closing Balance Sheet. The fees and expenses of KPMG in carrying out the work called for by this Section 3.3 shall be borne by Purchaser. The Closing Balance Sheet shall (i) be prepared in accordance with the books and records of Seller, (ii) be prepared in accordance with GAAP, applied consistently with the accounting principles used to prepare annual financial statements of Seller without regard to accounting practices that normally may be followed at interim dates; provided that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c), and (iii) reflect adequate reserves for all known liabilities and reasonably anticipated losses to the extent required by GAAP that (A) affect or are related to the Acquired Assets or the Assumed Liabilities, and (B) are determined in accordance with and based upon Seller's historical calculations of reserves for liabilities and losses so long as the same are not inconsistent with GAAP, provided that if any of the foregoing deviate from GAAP, then such reserves shall be determined in accordance with GAAP. The Closing Balance Sheet shall be accompanied by a schedule showing the difference, if any, between the Estimated Purchase Price and the Final Purchase Price, as determined from the Closing Balance Sheet and the amount of the EBITDA Adjustment, if any (the "Closing Schedule").
(b) Representatives of the Seller shall receive not less than five (5) business days' advance notice thereof and shall have the right to be present when Purchaser and its representatives conduct a physical inventory of the Inventory. Purchaser and the Seller shall each provide access to the other to the books and records which are under their respective control or custody which are necessary to prepare the Closing Balance Sheet and will cause their respective accountants to pro...
Determination of Final Purchase Price. (i) No later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith determination of the actual amounts of Closing Working Capital, Cash and Cash Equivalents, the Notes Receivable Amount, Closing Indebtedness and Seller Expenses, together
Determination of Final Purchase Price. As soon as reasonably practicable, but no later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Clorox Parent a statement (the “Closing Statement”) setting forth Purchaser’s good faith determination of the actual amounts of Closing Indebtedness, U.K. Net Working Capital and the Value of the Final Inventory, together with a calculation of the Purchase Price based thereon. The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.7(e).
Determination of Final Purchase Price. (i) As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith determination of the actual amounts of Cash and Cash Equivalents, Closing Working Capital, Closing Indebtedness and Seller Expenses, together with a calculation of the Purchase Price based thereon. The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.4(e). To the extent the Closing Statement reflects a proposed final Purchase Price that is equal to or exceeds the Estimated Purchase Price, then within three (3) Business Days after Seller’s receipt of the Closing Statement, the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release the full amount of the Working Capital Escrow Amount to Seller. To the extent the Closing Statement reflects a proposed final Purchase Price that is less than the Estimated Purchase Price, but such shortfall is less than the Working Capital Escrow Amount, then within three (3) Business Days after Seller’s receipt of the Closing Statement, the Parties shall deliver joint written instructions to the Escrow Agent instructing the Escrow Agent to release to Seller an amount of the Working Capital Escrow Amount equal to the difference between the Working Capital Escrow Amount and such shortfall.
(ii) Within thirty (30) days following receipt by Seller of the Closing Statement, Seller shall deliver written notice (an “Objection Notice”) to Buyer of any dispute it has with respect to the preparation or content of the Closing Statement. Any amount, determination or calculation contained in the Closing Statement and not specifically disputed in a timely delivered Objection Notice shall be final, conclusive and binding on the Parties. If Seller does not timely deliver an Objection Notice with respect to the Closing Statement within such thirty (30) day period, the Closing Statement will be final, conclusive and binding on the Parties. If an Objection Notice is timely delivered within such thirty (30) day period, Buyer and Seller shall negotiate in good faith to resolve each dispute raised therein (each, an “Objection”). If Buyer and Seller, notwithstanding such good faith efforts, fail to resolve any Objections within fifteen (15) days after Seller delivers an Objection Notice, then ...
Determination of Final Purchase Price. Following the Closing, the Parties shall determine the amount of the Closing Cash, the amount of the Closing Working Capital and, accordingly, the Purchase Price. The Closing Cash and the Closing Working Capital shall be determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies, that were used in the preparation of the Reference Balance Sheet and, in the case of the Closing Working Capital, the determination of the Target Working Capital.
Determination of Final Purchase Price. 10 3.4 Reconciliation of Estimated and Final Purchase Price..........................11 3.5 Payment of Estimated Purchase Price and Purchase Price Adjustment.............11 3.6
Determination of Final Purchase Price. The final purchase price (the “FINAL PURCHASE PRICE”) payable by the winning bidder for all of the losing bidder’s Stockholder Shares shall be the amount equal to the product of (x) the Final Auction Price and (y) the percentage of the outstanding Common Stock of the Company represented by the Stockholder Shares held by the losing bidder.
Determination of Final Purchase Price. 3.3.1 The Cash, the Debt Obligations and the Working Capital shall be determined on the basis of a consolidated balance sheet for the Target Group Companies as per the Closing Date prepared in accordance with German GAAP (the “Closing Date Balance Sheet” and the Cash so determined the “Closing Cash”, the Debt Obligations so determined the “Closing Debt Obligations” and the Working Capital so determined the “Closing Working Capital”).
3.3.2 Purchaser shall deliver to Sellers the Closing Date Balance Sheet together with a statement which sets forth the calculation of the Final Purchase Price based on the Closing Cash, Closing Debt Obligations and Closing Working Capital shown in the Closing Date Balance Sheet within 60 days following the Closing Date (the “Calculation Statement”).
3.3.3 The calculation of the Final Purchase Price based on the Closing Cash, Closing Debt Obligations and Closing Working Capital shown in the Closing Date Balance Sheet shall be binding unless, within 45 days after Sellers’ receipt of the Closing Date Balance Sheet and the Calculation Statement from Purchaser, Sellers dispute in writing any amounts that are included in, or should have been included in the Closing Date Balance Sheet or the Calculation Statement by way of (i) stating specific objections to specific line items and (ii) providing supporting evidence, inter alia, in form of a revised Closing Date Balance Sheet and/or Calculation Statement showing the changes resulting from Sellers’ adjustments (the “Supporting Evidence”).
3.3.4 In the event of the submission of Supporting Evidence, Purchaser and Sellers shall attempt to reconcile their differences in good faith negotiations. If Purchaser and Sellers are unable to reach an agreement within 30 days after receipt by Purchaser of the Supporting Evidence, either of Purchaser or Sellers may refer the remaining differences arising out of the Supporting Evidence to a mutually acceptable internationally recognized firm of independent public accountants (the “Accounting Firm”).
3.3.5 If Purchaser and Sellers cannot mutually agree upon the Accounting Firm within two weeks after either of them has requested its appointment, the Accounting Firm shall be determined, upon request of Purchaser or Sellers by the Institute of Chartered Accountants (Institut der Wirtschaftsprüfer in Deutschland e.V.)
Determination of Final Purchase Price. (a) Following the Closing Date, in accordance with this Section 2.6, the Preliminary Purchase Price shall be (i) reduced by the amount, Dollar for Dollar, by which the Closing Net Working Capital is less than the Preliminary Net Working Capital or (ii) increased by the amount, Dollar for Dollar, by which the Closing Net Working Capital is greater than the Preliminary Net Working Capital.
(b) Without duplication of any adjustment made pursuant to Section 2.6(a), the Preliminary Purchase Price shall be further (i) reduced by the amount, Dollar for Dollar, by which the Closing Net Cash Amount is less than the Preliminary Net Cash Amount or (ii) increased by the amount, Dollar for Dollar, by which the Closing Net Cash Amount is greater than the Preliminary Net Cash Amount.
(c) Without duplication of any adjustment made pursuant to Sections 2.6(a) or 2.6(b), the Preliminary Purchase Price shall be further (i) increased by the amount, Dollar for Dollar, by which the Preliminary Company Transaction Expenses are greater than the Closing Company Transaction Expenses or (ii) decreased by the amount, Dollar for Dollar, by which the Preliminary Company Transaction Expenses are less than the Closing Company Transaction Expenses.
(d) Without duplication of any adjustment made pursuant to Section 2.6(a), 2.6(b) or 2.6(c) the Preliminary Purchase Price shall be further (i) increased by the amount, Dollar for Dollar, by which the Preliminary Company Indebtedness is greater than the Closing Company Indebtedness or (ii) decreased by the amount, Dollar for Dollar, by which the Preliminary Company Indebtedness is less than the Closing Company Indebtedness.
(e) The net amount of all sums that are an increase or decrease to the Preliminary Purchase Price as contemplated by Section 2.6(a), Section 2.6(b), Section 2.6(c), and Section 2.6(d) as finally determined pursuant to Section 2.6(f), Section 2.6(g), and Section 2.6(h), is referred to herein as the “Adjustment Amount.”
(f) Within ninety days after the Closing Date, the Buyer shall cause to be prepared and delivered to the Representative a statement (the “Adjustment Statement”) setting forth in reasonable detail its good faith calculation of (i) the Closing Net Working Capital, (ii) the Closing Net Cash Amount, (iii) the Closing Company Transaction Expenses, (iv) the Closing Company Indebtedness, and (v) the Adjustment Amount. The Adjustment Statement shall be prepared using the same accounting principles, practices, methodolo...
Determination of Final Purchase Price. After the Closing, Buyer will prepare, in accordance with this Agreement, a settlement statement (“Final Settlement Statement”), and deliver a copy to Seller no later than one hundred twenty (120) days after the Closing Date, setting forth its determination of each adjustment to the Purchase Price necessary to determine the Final Purchase Price and showing the calculation of such adjustments in accordance with Article 3. Seller will have sixty (60) days after receipt of the Final Settlement Statement to review such statement and to provide written notice to Buyer of Seller’s objection to any item on the statement. Seller’s notice will dearly identify the item(s) objected to and the reasons and support for the objection(s). If Seller does not provide written objection(s) within such sixty-day (60) period, the Parties will treat the Final Settlement Statement as correct and the Final Purchase Price will not be subject to further adjustment. If Seller provides written objection(s) within such sixty-day (60) period, the Parties will treat the Final Settlement Statement as correct with respect to the items not objected to, and Buyer and Seller will meet to negotiate and resolve the objections within fifteen (15) days of Buyer’s receipt of Seller’s objections. If the Parties agree on all objections, the Parties will treat the adjusted Final Settlement Statement as correct and the Final Purchase Price will not be subject to further adjustment. Any items not agreed to at the end of the fifteen-day (15) period may, upon either Party’s written request, be resolved by arbitration in accordance with Section 14.2.2.
