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").
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. (i) Within ninety (90) days after the Closing Date, Buyer shall deliver to Seller a proposed good faith calculation (the “Closing Statement”) of: (A) the Net Working Capital Adjustment (the “Closing Date Net Working Capital Adjustment”), (B) the Closing Cash (the “Closing Date Cash”), (C) Excess Closing Cash (the “Excess Closing Cash Calculation”), and (D) Buyer’s calculation of the Purchase Price (the “Purchase Price Calculation”). The Closing Statement, and each element thereof, shall be calculated in accordance with the Company’s standard accounting practices and be accompanied by reasonable supporting detail.
Determination of Final Purchase Price. (i) As soon as reasonably practicable, but no later than forty-five (45) days after the Closing Date (the “Closing Statement Date”), Buyer shall prepare and deliver to Seller a written statement (the “Closing Statement”) setting forth Buyer’s good faith determination of the actual amounts, with respect to all Purchased Assets, of (1) the Adjustment Amount (which calculations shall be consistent with the principles and methodologies described in Exhibit D), together with a calculation of the Purchase Price based thereon and (2) the Shortfall Amount (provided that the Shortfall Amount shall be calculated excluding any unreconciled items relating to the balances of any Custodial Accounts and Related Escrow Accounts) (the “Closing Statement Date Shortfall Amount”). No later than the earlier of (x) the one-year anniversary of the Closing Statement Date and (y) the date on which all unreconciled items as of the Closing related to the balances of the Custodial Accounts and Related Escrow Accounts have been reconciled, Buyer shall prepare and deliver to Seller a written statement (the “Shortfall Statement”) setting forth Buyer’s good faith determination of the Shortfall Amount after giving effect to the reconciliation of all such items (the “Definitive Shortfall Amount”). The Closing Statement, the Shortfall Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Exhibit D. If Buyer does not deliver the Closing Statement to Seller by the Closing Statement Date, then Seller may prepare and present the Closing Statement within an additional forty-five (45) days thereafter. In the event that Seller agrees with Buyer’s determination of the actual amounts of the Adjustment Amounts (together with a calculation of the Purchase Price based thereon) and the Closing Statement Date Shortfall Amount and the Definitive Shortfall Amount, Seller shall promptly notify Buyer in writing, and following such notice the Closing Statement or Shortfall Statement, as applicable, will be final, conclusive and binding on the Parties and not subject to further review.
Determination of Final Purchase Price. (i) As soon as practicable, but no later than 60 days after the Closing Date, the Purchasers shall prepare and deliver to the Sellers the Purchasers’ good faith proposed calculation of the Purchase Price, together with the Purchasers’ good faith proposed calculations of the (A) amount of Closing Cash and Cash Equivalents, (B) Net Working Capital Adjustment, (C) amount of Closing Date Indebtedness and (D) amount of Unpaid Seller Expenses, in each case, including the components thereof and in a manner consistent with the definitions thereof (which calculations shall be collectively referred to herein as the “Proposed Closing Date Calculations”).
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. (a) As soon as reasonably practicable following the Closing Date (but no later than ninety (90) days after the Closing Date), Buyer shall deliver to Seller a statement (the “Buyer Adjustment Report”) setting forth in reasonable detail Buyer’s good-faith calculation of (i) Net Working Capital as of the Closing, (ii) the Cash as of the Closing, (iii) the Indebtedness as of the Closing and (iv) the Transaction Expenses as of the Closing, in each case including reasonably detailed calculations of the components thereof and prepared in a manner consistent with the definitions thereof. If Buyer fails to timely deliver the Buyer Adjustment Report, then the Closing Date Report shall be deemed to be the Buyer Adjustment Report delivered to Seller hereunder and deemed to have been delivered on such ninetieth (90th) day (and for the avoidance of doubt, Seller may deliver a Notice of Disagreement with respect to the Closing Date Report that is deemed to be the Buyer Adjustment Report). In connection with the preparation or review of, or resolution of any disputes with respect to, the Buyer Adjustment Report, each of Buyer and Seller shall make available to the other Party and its Representatives reasonable access during normal business hours to all relevant personnel, Representatives, books and records, and other items reasonably requested by the other Party in connection therewith.
Determination of Final Purchase Price. (i) As soon as practicable, but no later than seventy-five (75) days after the Closing Date, Purchaser shall prepare and deliver to the Sellers’ Representative proposed calculations of the amounts of Closing Working Capital, the Closing Net Working Capital Adjustment, if any, Closing Indebtedness, Closing Cash and Seller Expenses, together with a calculation of the Purchase Price based thereon (which calculations shall collectively be referred to herein as the “Proposed Closing Date Calculations”). The Sellers’ Representative shall reasonably cooperate in the preparation of the Proposed Closing Date Calculations to the extent requested by Purchaser. The Proposed Closing Date Calculations shall be prepared in accordance with Section 2.3(e).
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. (a) As soon as reasonably practicable following the date of this Agreement (but no later than seventy-five (75) days after the date of this Agreement), Buyer shall deliver to Seller a statement (the “Buyer Adjustment Report”) setting forth in reasonable detail Buyer’s good-faith calculation of Net Working Capital, Closing Cash, Indebtedness and the Purchase Price as of the date of this Agreement, in each case, determined in accordance with the definitions in this Agreement and, as applicable, Exhibit A.
