Final Adjustment Amount. (a) As promptly as practicable after the Closing Date (but in no event later than 75 days after the Closing Date), Acquirer shall prepare and deliver to Contributor a balance sheet of the Midstream Business as of 11:59 p.m. on the date immediately prior to the Closing Date, together with a written report of Xxxxx Xxxxxxxx LLP stating that such firm has examined such balance sheet and that such balance sheet has been prepared in accordance with this Agreement and in a manner consistent with, and using the same principles, policies and methods and practices used in, the preparation of the Financial Statements, except that it shall give effect to the Pre-Closing Transfer (the “Final Balance Sheet”), which shall set forth the components of Working Capital to enable Contributor and Acquirer to calculate the amount of Working Capital (“Closing Working Capital”) and the amount of Working Capital Surplus or Working Capital Deficiency, in each case, as of such time and date (“Closing Working Capital Surplus” or “Closing Working Capital Deficiency”, as the case may be). The Final Balance Sheet shall be prepared in accordance with this Agreement in a manner consistent with, and using the same principles, policies, methods and practices used in, the preparation of the Financial Statements, except that it shall give effect to the Pre-Closing Transfer. Following the delivery of the Final Balance Sheet to Contributor, Acquirer shall afford Contributor and its Representatives the opportunity to examine the Final Balance Sheet, and such supporting schedules, analyses, workpapers, including any audit workpapers, and other underlying records or documentation as are reasonably necessary and appropriate. Acquirer shall cooperate fully and promptly with Contributor and its Representatives in such examination, including providing answers to questions asked by Contributor and its Representatives, and Acquirer shall promptly make available to Contributor and its Representatives any records under the reasonable control of Acquirer that are requested by Contributor and its Representatives.
Final Adjustment Amount. As used herein, “Employee Liabilities Final Adjustment Amount” means (i) if the Transferors fail to deliver an Employee Liabilities Objections Statement in accordance with Section 2.8(c), the Employee Liabilities as set forth in the Closing Employee Liabilities Statement, or (ii) if the Employee Liabilities set forth in the Employee Liabilities Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Employee Liabilities Disputes to the Accounting Firm, as contemplated by Section 2.8(c), the Employee Liabilities Adjustment Amount as so resolved. If the Employee Liabilities Final Adjustment Amount exceeds the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement, then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Employee Liabilities Difference”) between the Employee Liabilities Final Adjustment Amount and the Employee Liabilities set forth in the Pre-Closing Employee Liabilities Statement. Any downward adjustment to the Consideration under this Section 2.8(e) shall be effected as follows: The Transferor Parties shall promptly, but in no event later than five (5) Business Days following determination of the Employee Liabilities Final Adjustment Amount in accordance with this Section 2.8, pay to Parent an amount in cash equal to the Employee Liabilities Difference.
Final Adjustment Amount. (a) Within 45 days after each Closing Date, Seller shall prepare and deliver to Buyer a statement (each, a “Final Statement”), setting forth Seller’s good faith determination of the actual adjustment to the applicable System Cash Payment (each, a “Final Adjustment Amount”). The Final Adjustment Amount in respect of each System Cash Payment shall be calculated in a manner consistent with the Pro Forma Working Capital Statement as set forth on Schedule 5.5(ii). Each of Seller and Buyer shall provide the other Party with access during normal business hours to any books, records, working papers or other information in its possession after each Closing Time reasonably necessary or useful in the preparation of the Final Statement and the calculation of the Final Adjustment Amount for the applicable System Cash Payment. Each Final Statement shall become final and binding upon all Parties hereto on the 16th day following delivery thereof (without counting such day of delivery) to Buyer unless Buyer gives written notice of a good faith disagreement with such Final Statement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and relate solely to the review of the applicable Final Statement and the calculation of the applicable Final Adjustment Amount.
(b) If a Notice of Disagreement is delivered by Buyer as required pursuant to Section 4.4(a), then the applicable Final Statement shall become final and binding upon all parties hereto on the earlier of (x) the date Seller and Buyer resolve in writing any differences they may have with respect to all matters specified in the Notice of Disagreement and (y) the date all disputed matters are finally resolved in writing by an independent public accounting firm (the “Independent Accountants”). During the 30-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve any differences which they may have with respect to any matter specified in the Notice of Disagreement and each shall provide the other with reasonable access to any books, records, working papers or other information reasonably necessary or useful in the preparation or calculation of (i) the Final Adjustment Amount, (ii) the Final Statement, or (iii) the Notice of Disagreement. At the end of such 30-day period if there has been no resolution of the matters specified in the Notice of Disagreement...
Final Adjustment Amount. As used herein, “Final Adjustment Amount” means (i) if the Transferors fail to deliver an Objections Statement in accordance with Section 2.7(c), the Adjustment Amount as set forth in the Closing Statement, or (ii) if the Adjustment Amount set forth in the Closing Statement is resolved by resolution of Parent and the Transferors or by submission of any remaining Disputes to the Accounting Firm, as contemplated by Section 2.7(c), the Adjustment Amount as so resolved. If the Final Adjustment Amount exceeds the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the difference (the “Difference”) between the Final Adjustment Amount and the Adjustment Amount; if the Final Adjustment Amount is less than the Adjustment Amount set forth in the Pre-Closing Statement, then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Difference. Any downward or upward adjustment to the Consideration under this Section 2.7(e) shall be effected as follows: the Transferor Parties or Parent, as applicable, shall promptly, but in no event later than five (5) Business Days following determination of the Final Adjustment Amount in accordance with this Section 2.7, pay to Parent or the Transferor Parties, as applicable, an amount in cash equal to the Difference.
Final Adjustment Amount. The “Final Adjustment Amount” shall be the difference, if any, between the Conclusive Merger Consideration and the Estimated Merger Consideration. The Final Adjustment Amount (if any) shall be (i) the “Additional Merger Consideration” if the Conclusive Merger Consideration is more than the Estimated Merger Consideration or (ii) the “Excess Amount” if the Conclusive Merger Consideration is less than the Estimated Merger Consideration; provided, however, that in no event shall the Excess Amount be greater than an amount equal to the sum of the Purchase Price Adjustment Escrow Amount and the amount, if any, remaining in the Indemnification Escrow Account as of the date of any payment pursuant to Section 2.11(i).
Final Adjustment Amount. (1) If the Post-Closing Adjustments Amount is a negative number, then within ten (10) Business Days following determination of the Post-Closing Adjustments Amount in accordance with this Section 1.2(c), each Seller shall pay to Purchaser such Seller’s Pro Rata Portion of the Post-Closing Adjustments Amount in cash by wire transfer of immediately available funds.
(2) If the Post-Closing Adjustments Amount is a positive number, then within ten (10) Business Days following determination of the Post-Closing Adjustments Amount in accordance with this Section 1.2(c), the Purchaser shall pay to each Seller such Seller’s Pro Rata Portion of the Post-Closing Adjustments Amount in cash by wire transfer of immediately available funds. If any payment required under this Section 1.2(c) is not made in full within such ten (10) Business Day period, such payment will thereafter bear simple interest at the rate of 12% per annum. The reduction or increase in the Total Purchase Price resulting from the Post-Closing Adjustment Amount is referred to herein as the “Final Adjustment Amount.”
Final Adjustment Amount. As used herein, “Final Adjustment Amount” means (i) if the Seller fails to deliver an Objections Statement in accordance with Section 2.3(b), the Adjustment Amount as set forth in the Closing Statement, or (ii) if the Adjustment Amount is resolved by resolution of the Buyer and the Seller or by submission of any remaining Disputes to the Accounting Firm, as contemplated by Section 2.3(b), the Adjustment Amount as so resolved. If the Final Adjustment Amount is greater than the Estimated Adjustment Amount (the amount of such excess, the “Adjustment Excess”), then the Buyer shall deliver to the Seller the Adjustment Excess and the Holdback Amount by wire transfer of immediately available funds to an account or accounts designated by the Seller in writing. If the Final Adjustment Amount is less than the Estimated Adjustment Amount (the absolute amount of such shortfall, the “Adjustment Shortfall”), and (x) the Holdback Amount is greater than the Adjustment Shortfall (the amount of such excess, the “Holdback Excess”), then the Buyer shall deliver to the Seller the Holdback Excess by wire transfer of immediately available funds to an account or accounts designated by the Seller in writing, and the Buyer shall retain the remainder of the Holdback Amount equal to the Adjustment Shortfall, and (y) if the Holdback Amount is less than the Adjustment Shortfall (the absolute amount of such shortfall, the “Holdback Shortfall”), the Buyer, at its option, (x) may require the Seller to deliver to the Buyer the Holdback Shortfall by wire transfer of immediately available funds to one or more accounts designated by the Buyer in writing or (y) may (but, for the avoidance of doubt, is not required to) recover the Holdback Shortfall from the Escrow Amount pursuant to the procedures set forth in the Escrow Agreement, and in either case, the Buyer shall retain the entire Holdback Amount. All payments made pursuant to this Section 2.3(d) shall be made with 15 Business Days of the determination of the Final Adjustment Amount and, if such payment is made more than 90 calendar days after the Closing Date, shall be paid together with interest thereon from the Closing Date to the date of payment at an interest rate per annum equal to three percent (3%). All computations of interest shall be made on the basis of a year of 365 days, in each case for the actual number of days (including the first day but excluding the last day) occurring in the period for which such interest is payable. W...
Final Adjustment Amount. (a) As promptly as practicable after the Closing Date (but in no event later than one hundred twenty (120) days after the Closing Date), Parent shall cause the Company to prepare and deliver to the Representatives a consolidated balance sheet of the Company and the Company Subsidiaries prepared as of 11:59 p.m. on the date immediately prior to the Closing Date (except as otherwise contemplated by this Agreement) (the “Final Balance Sheet”), and a statement (the “Final Closing Statement”) which shall set forth the following amounts (as of the Effective Time): (i) the amount of Cash (“Closing Cash”), (ii) the amount of unpaid Debt (“Closing Debt”), (iii) the major components of Working Capital to enable the Representatives (on behalf of the Company Member Interest Holders) to calculate Working Capital and the amount of Working Capital Surplus or Working Capital Deficiency as of such time and date
Final Adjustment Amount. Within two business days of the date the Adjustment Amount is determined, the principal amount of the Promissory Note shall be adjusted to reflect any net increase or decrease of the principal amount of the Promissory Note resulting from (A) adding or subtracting, as appropriate, the Adjustment Amount, and (B) subtracting the amount, if any, of Sellers’ Dispute Fees. The aggregate net amount of the adjustment determined in accordance with this Section 1.10(c) is the “Final Adjustment Amount”. The amount payable to each Seller who is a payee under the Promissory Note shall be determined by multiplying the Note Participation of such Seller set forth on Exhibit B by the amount of the Promissory Note as adjusted by the Final Adjustment Amount. No interest shall accrue and be payable on any portion of the Promissory Note adjusted for any decrease in such principal amount as a result of any adjustment pursuant to this Section 1.10(c).
Final Adjustment Amount. (i) Within forty-five (45) days after the Closing Date, Buyer shall prepare and deliver to ADC a statement of the Closing Date Working Capital of the Billing Software Business (the “Final Working Capital Statement”), including a statement setting forth Buyer’s good faith determination of the actual adjustment to the Purchase Price (the “Final Adjustment Amount”), based on the values of the current assets and current liabilities of the Billing Software Business set forth in the Final Working Capital Statement. The Final Working Capital Statement will be prepared in accordance with the Accounting Policies on the same basis and using the same methodology, assumptions and adjustments utilized to prepare the Working Capital Statement, except that the Deferred Revenue Adjustment shall be equal to the amount of the Deferred Revenue Adjustment set forth on the Estimated Working Capital Statement, plus, to the extent any deferred revenue items reflected in the Estimated Deferred Revenue Statement are increased in the Final Working Capital Statement, an amount equal to (i) the increased amount of deferred revenue attributed to items reflected in the Estimated Deferred Revenue Statement, multiplied by (ii) the quotient obtained by dividing (x) the Deferred Revenue Adjustment on the Estimated Deferred Revenue Statement, by (y) the total deferred revenue reflected on the Estimated Deferred Revenue Statement. To the extent that any deferred revenue items reflected on the Estimated Deferred Revenue Statement are increased in accordance with the previous sentence, if applicable, a corresponding increase to reflect the appropriate Accounts Receivable Adjustment shall be made to Accounts Receivable on the Final Working Capital Statement. Each of Seller (and each of Seller’s Affiliates) and Buyer shall provide the other party with access during normal business hours to any books, records, working papers or other information in its possession after the Closing Date reasonably necessary or useful in the preparation of the Final Working Capital Statement and the calculation of the Final Adjustment Amount. The Final Working Capital Statement shall become final and binding upon all parties hereto on the twenty-first (21st) day following delivery thereof (without counting such day of delivery) to ADC unless ADC gives written notice of a good faith disagreement with the Final Working Capital Statement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreem...
