Final Adjustment Statement. The Preliminary Adjustment Statement shall become the “Final Adjustment Statement” and as such shall become final, binding and conclusive on the Parties for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction, upon the earliest to occur of the following:
Final Adjustment Statement. (i) No later than ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement (the "Final Adjustment Statement") setting forth the actual Net Working Capital and the actual Revenues Adjustment Amount. Subject to Section 1.6(d)(ii) below, within ten (10) days following the delivery of such Final Adjustment Statement to Seller, Buyer or Seller, as the case may be, shall pay to the other party, by wire transfer of immediately available funds, the net difference between (x) the Estimated Net Working Capital, as shown on the Estimated Adjustment Statement, and the actual Net Working Capital, as shown on the Final Adjustment Statement and (y) the Estimated Revenues Adjustment Amount, as shown on the Estimated Adjustment Statement, and the actual Revenues Adjustment Amount, as shown on the Final Adjustment Statement. The aggregate of any Disputed Amounts which are not finally resolved by Seller to Buyer's satisfaction at or prior to the time the Final Adjustment Statement is delivered will be subtracted from the actual Net Working Capital amount.
Final Adjustment Statement. (a) Within forty-five (45) days following the Closing Date, Purchaser shall prepare and deliver to Seller a final statement (the "Final Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 3.4(a) above, adjusted to take into account the final figures as of 12:01 a.m. on the Closing Date determined in accordance with the standard set forth in Section 3.4. Seller shall provide to Purchaser copies of all invoices or other billing information actually received or sent by Seller during this forty-five (45) day period to allow Purchaser to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as are reasonably required in order for Seller to understand and verify the accuracy of the computation of the amount(s) set forth therein. In the event the Closing does not occur on the last day of a given month, then the items that are included in the Final Adjustment Statement shall be prorated to the extent applicable as of the Closing Date by multiplying the amount of each such item representing the full calendar month by a fraction, the numerator of which is the Closing Date and the denominator of which is the number of days there are in the month in which the Closing occurs.
Final Adjustment Statement. No later than five (5) Business Days prior to the Final Measurement Date, the Company shall deliver to Parent a statement, prepared in accordance with this Agreement (the “Final Adjustment Statement”), setting forth in reasonably sufficient detail (i) the Closing Loan Balance, (ii) the Company’s good faith estimate of the Closing Company Transaction Expenses and (iii) reasonable supporting documentation in support of the calculation of the Closing Loan Balance and the Closing Company Transaction Expenses set forth in the Final Adjustment Statement. Following the delivery of the Final Adjustment Statement to Parent, the Company shall afford Parent and its Representatives the opportunity to examine the statements that were used to prepare the Final Adjustment Statement and any supporting documentation that is reasonably necessary and appropriate for Parent to review the Final Adjustment Statement, and the Company shall make available, upon Parent’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in the preparation of the Final Adjustment Statement. If Parent reasonably disputes the accuracy of any item set forth in the Final Adjustment Statement (provided that the Parent may only dispute if the aggregate amount of all disputes is in excess of $100,000), Parent shall be entitled to provide comments to the Company no later than three (3) Business Days after receipt of the Final Adjustment Statement, and Parent and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes as promptly as reasonably practicable thereafter and, to the extent necessary, the Final Adjustment Statement shall be revised to reflect any changes to any component thereof mutually agreed to in writing by the Company and Parent prior to the Closing (provided that neither the Company nor Parent may unreasonably withhold, condition or delay such agreement). The Per Share Merger Consideration shall be calculated based on the Closing Loan Balance and Closing Company Transaction Expenses as set forth in the Final Adjustment Statement finally determined and agreed by the parties pursuant to this Section 1.5(c). For the avoidance of doubt, notwithstanding anything to the contrary herein, the Closing shall not be consummated, unless and until Parent and the Company have mutually agreed to the Final Adjustment Statement and the Per Share Merger Consideration in...
Final Adjustment Statement. The parties shall have agreed in writing to the Final Adjustment Statement pursuant to Section 1.5(c).
Final Adjustment Statement. (a) Not later than twenty (20) Business Days after the Completion Date, the Seller will provide to the Buyer:
Final Adjustment Statement. (a) The Seller shall prepare and deliver to the Buyer promptly after the Closing, and in any event within sixty (60) calendar days after and excluding the Closing Date, statements of each of (i) the Transferred Working Capital, (ii) the Transferred Cash and Transferred Indebtedness, and (iii) the Transferred Plan Liability (as such statements may be adjusted following resolution of any disputes in accordance with this Section 2.5, the “Final Working Capital Statement”, the “Final Cash/Indebtedness Statement” and the “Final Plan Liability Statement”, respectively, and together, the “Final Adjustment Statement”).
Final Adjustment Statement. (a) Within forty-five (45) days following the Closing Date, Purchasers shall prepare and deliver to Sellers a final statement (the "Final Adjustment Statement") that sets forth the same information as included in the Estimated Adjustment Statement provided pursuant to Section 3.4(a) above, adjusted to take into account the final amounts as of the Effective Time determined in accordance with the standard set forth in Section 3.4. Sellers shall provide to Purchasers copies of all invoices or other billing information actually received or sent by Sellers during this forty-five (45) day period to allow Purchasers to prepare the Final Adjustment Statement in accordance with this Section. The Final Adjustment Statement shall be accompanied by such backup information and schedules as are reasonably required in order for Sellers to understand and verify the accuracy of the computation of the amount(s) set forth therein. In the event the Closing does not occur on the last day of a given month, then the items that are included in the Final Adjustment Statement shall be prorated to the extent applicable as of the Closing Date as set forth on Schedule 3.4(a).
Final Adjustment Statement. The “Final Adjustment Statement” shall be final, binding and conclusive on the Parties pursuant to this Section 2.9 for all purposes of this Agreement and upon which a judgment may be entered by a court of competent jurisdiction. The “Final Adjustment Statement” shall mean the Preliminary Adjustment Statement: (a) in the form provided by the Purchaser pursuant to Section 2.9.1, if no Notice of Disagreement is timely provided in accordance with Section 2.9.2; (b) as adjusted to reflect any resolution of disputes by the Purchaser and the Parent, as reflected in writing by the Purchaser and the Parent, during the good faith negotiation period referred to in Section 2.9.3, if a Notice of Disagreement is timely provided in accordance with Section 2.9.2 but the Accounting Referee is not required to resolve any disputes pursuant to Section 2.9.3; or (c) as adjusted to reflect the resolution of disputes by the Purchaser and the Parent pursuant to the preceding clause (b), if any, and by the Accounting Referee pursuant to Section 2.9.3, if a Notice of Disagreement is timely provided in accordance with Section 2.9.2 and the Accounting Referee is required to resolve any disputes in accordance with Section 2.9.3.
Final Adjustment Statement. As soon as practicable but in no event later than thirty (30) days after the Closing Date, the Seller Representative shall deliver to the Purchaser a statement (the “Sellers’ Adjustment Statement”) setting forth the Seller Representative’s good faith calculations of (i) the aggregate amount of Indebtedness of the Company and its Subsidiaries outstanding as of immediately prior to the Closing (the “Final Closing Indebtedness”) and (ii) the aggregate amount of all Transaction Expenses accrued but unpaid as of immediately prior to the Closing (the “Final Transaction Expenses”).
