Determination of Post-Closing Adjustment. No later than ninety (90) days following the Closing, Buyer shall deliver to the Seller a written statement certified by an executive officer of Buyer (the “Closing Statement”) setting forth the calculation of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”), a calculation of the actual Cash of the Company as of the close of business on the day prior to the Closing Date (“Actual Cash”), a calculation of the actual Indebtedness of the Company as of immediately prior to the Closing (“Actual Indebtedness”), a calculation of the actual Transaction Expenses as of the Closing (“Actual Transaction Expenses”). The Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses set forth in the Closing Statement (i) will be prepared in accordance with the definitions thereof and, in the case of Actual Working Capital, Actual Cash and Actual Indebtedness, consistently with the Accounting Policies and Principles, and (ii) will disregard any and all effects on the assets and Liabilities of the Company as a result of the transactions contemplated by this Agreement (including any financing arrangements entered into by Buyer or any of its Affiliates in connection therewith or any purchase accounting or other similar adjustments). If the Closing Statement is not delivered within ninety (90) days following the Closing, the Estimated Cash, the Estimated Indebtedness and the Estimated Transaction Expenses will be deemed the Final Cash, Final Indebtedness, and Final Transaction Expenses, respectively, absent manifest error.
Determination of Post-Closing Adjustment. (a) As soon as practicable, but in any event no later than thirty (30) days after the Closing Date, Seller shall cause the Subsidiary to prepare a consolidated balance sheet (the "CLOSING DATE BALANCE SHEET") of the Subsidiary as of the Closing Date. The Closing Date Balance Sheet shall not give effect to the transactions contemplated by this Agreement and shall be prepared in accordance with GAAP consistent with the Subsidiary's Audited Financial Statements (as defined in Section 4.4(a)). After Closing, Purchaser and Subsidiary shall permit Seller and its representatives to have reasonable access to Subsidiary's books and records for preparation of the Closing Date Balance Sheet.
Determination of Post-Closing Adjustment. The “Post-Closing Adjustment” shall be an amount equal to the difference between Estimated Working Capital minus Closing Working Capital. If the Post-Closing Adjustment is a negative number, Buyer shall pay to Sellers an amount equal to the Post-Closing Adjustment, and if the Post-Closing Adjustment is a positive number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment, in each case, in accordance with Section 2.06(b)(vii).
Determination of Post-Closing Adjustment. As promptly as practicable after the Closing, but in no event later than forty-five (45) days following the Closing, Purchaser shall deliver to the Sellers’ Representative a statement of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”) (prepared in accordance with the “Working Capital Schedule”) and a statement of the actual Cash of the Company Group as of the close of business on the day prior to the Closing Date (“Actual Cash”).
Determination of Post-Closing Adjustment. No later than sixty (60) days following the Closing, Purchaser shall deliver to the Sellers’ Representative good faith calculations of (i) the actual Working Capital of the Company Group as of immediately prior to the Closing (“Actual Working Capital”) (prepared in accordance with the “Working Capital Schedule” attached hereto), (ii) actual Cash of the Company Group as of immediately prior to the Closing (“Actual Cash”), (iii) actual Indebtedness of the Company Group as of immediately prior to the Closing (“Actual Indebtedness”) and (iv) actual Sellers’ Transaction Expenses as of immediately prior to the Closing (“Actual Sellers’ Transaction Expenses”).
Determination of Post-Closing Adjustment. As promptly as possible after each Interim Escrow Measurement Date, Parent will calculate a Notional ALLL as of such Interim Escrow Measurement Date for its internal accounting purposes. The Notional ALLL on each Interim Escrow Measurement Date shall be equal to 120% of the aggregate principal balance of Non-Performing Assets on such Interim Escrow Measurement Date. On each Interim Escrow Measurement Date, Parent shall calculate a "notional" drawdown by Parent from the escrow account equal to the difference, calculated on an after tax basis, at the Effective Tax Rate, between (x) the Notional ALLL calculated on such Interim Escrow Measurement Date and (y) the Notional ALLL calculated on the last day of the month end immediately prior to such Interim Escrow Measurement Date, plus cumulative charge-offs by the Bank of Non-Performing Assets between the Closing Date or last Interim Escrow Measurement Date (as the case may be) and such Interim Escrow Measurement Date, provided that, this Section 7.2 shall not authorize Parent to drawdown all or any portion of the Escrow Balance based on the "notional" drawdown calculated pursuant to this Section 7.2. Parent shall promptly deliver to the Stockholder Representative each of the "notional" drawdown calculations prepared pursuant to this Section 7.2.
Determination of Post-Closing Adjustment. No later than one hundred and twenty (120) days following the Closing, Purchaser shall deliver to the Stockholders’ Representative a written statement (the “Adjustment Statement”), with the proposed calculation of each of the Net Working Capital, Excess Cash and Indebtedness of the Company Group as of the close of business on the last Business Day immediately preceding the Closing Date, and the calculation of the Merger Consideration based on such adjusted numbers, together with supporting documentation of such calculations.
Determination of Post-Closing Adjustment. No later than ninety (90) days following the Closing Date, Parent shall deliver to the Company Stockholders’ Representative a reasonably detailed calculation, as of 11:59 p.m. Eastern Time on the Closing Date, of the actual (i) aggregate amount of all Cash (“Actual Cash”), (ii) aggregate amount of Indebtedness (“Actual Indebtedness”), (iii) Net Working Capital (“Actual Net Working Capital”), (iv) Company Transaction Expenses (“Actual Company Transaction Expenses”), and (v) Parent’s proposed calculation of the Actual Closing Consideration (collectively, the “Proposed Purchase Price Calculations”). Without limiting the definitions set forth in this Agreement, Parent shall prepare the Proposed Purchase Price Calculations using the Transaction Accounting Principles.
Determination of Post-Closing Adjustment. No later than seventy-five (75) days following the Closing, Purchaser shall deliver to the Sellers’ Representative the calculation of the actual Working Capital as of the Closing (“Actual Working Capital”) (prepared in accordance with the “Working Capital Schedule” attached hereto), a calculation of the actual Indebtedness of the Company Group as of the Closing Date (“Actual Indebtedness”), a calculation of the actual Sellers’ Transaction Expenses as of the Closing (“Actual Sellers’ Transaction Expenses”) and a calculation of the actual Cash of the Company Group as of the Closing (“Actual Cash”).
Determination of Post-Closing Adjustment. No later than seventy-five (75) days following the Closing, Parent shall deliver to the Representative a written statement (the “Closing Statement”) setting forth (i) a calculation of the actual Net Working Capital as of the Closing (“Actual Net Working Capital”) (prepared in accordance with the Net Working Capital Schedule), (ii) a calculation of the actual Indebtedness of the Company as of the Closing (“Actual Indebtedness”), and (i) a calculation of the actual Transaction Expenses as of the Closing (“Actual Transaction Expenses”), in each case, with reasonable supporting or underlying documentation used in the preparation thereof.
