Post Closing Accounting. (a) As soon as practicable after the Closing, Seller shall prepare and deliver to Buyer, in accordance with this Agreement and generally accepted accounting principles, a statement (the "Intermediate Settlement Statement") setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments to the sale price including adjustments related to title defects of Article 5, Buyer Remediation costs of Articles 9(b), and any adjustments related to Article 15(c). As soon as practicable after receipt of the Intermediate Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Intermediate Settlement Statement. The parties undertake to agree with respect to the Intermediate Settlement Statement no later than 180 days after closing, such agreement constituting and to be embodied in the "Final Settlement Statement" and to establish the "Final Sale Price", and the date upon which the Final Sale Price is established to be the "Final Settlement Date'. However, the "Final Sale Price" shall not include any additional consideration which may be earned upon performance level of the assets reaching stated targets per Exhibit "C", until such time as they are achieved or agreement is reached that they shall not be achieved. Such additional payments are considered additional consideration for the purchase of these assets. In the event Buyer and Seller are unable to mutually agree upon the amount of the Final Settlement Statement, an audit shall be conducted by a mutually agreed upon accounting firm. Buyer and Seller agree to be bound by the findings of such audit, insofar as the Final Settlement Statement amount is concerned, and each shall bear one half of all expenses associated with such audit. In the event that (i) the Final Sale Price is more than the amount paid at Closing, Buyer shall pay to Seller the amount of such difference, or (ii) the Final Sale Price is less than the amount paid at Closing, Seller shall pay Buyer in immediately available funds the amount of such difference within 10 days of noticification. Seller shall be responsible for the settlement of all joint billing audits which relate to accounting periods prior to the Effective Time. Buyer shall be responsible for the settlement of all joint billing audits which relate to accounting periods after the Effective Time. Any credits received by Buyer after the Effective Time...
Post Closing Accounting. Purchaser and Seller agree that if subsequent to Closing either party receives any funds (including credits on accounts) to which the other party is entitled, such party will immediately pay such amounts to the other party. Purchaser will assist Seller with the collection of Seller's receivables. Purchaser and Seller will cooperate to pro-rate all billxxxx xxxeived by either party, which include charges applicable to both Purchaser and Seller. Purchaser further agrees: (i) that if subsequent to Closing Purchaser receives any amounts of money to which any Seller is entitled, such as, but not limited to, manufacturer payments relative to warranty work or holdback, Purchaser will immediately make payment to such Seller of any such amount; and (ii) to assist each Seller in collecting any amounts due and owing to such Seller from the applicable manufacturer, such as for warranty work or holdbacks.
Post Closing Accounting. If necessary, a post-Closing accounting to finalize the adjustments to the Sale Price provided herein shall be held no later than ninety (90) days after the Closing Date. At that time, Seller shall provide to Buyer a complete account as to all Proceeds received by or on behalf of Seller that are attributable to the Assets during the period from the Effective Time to the Closing Date (netted against any Proceeds received by Buyer attributable to the Assets for any period of time prior to the Effective Time). Such account shall be settled between the Parties by the payment of cash, as appropriate, pursuant to a final settlement statement setting forth the items noted in this Section 11 and taking into account payments related to such matters that were made at Closing, to be prepared by Seller and approved by Buyer.
Post Closing Accounting. On or before 60 days following the Closing, BPM and VUS will account to each other for all funds paid and received pursuant to the CMA following the Closing, and will continue to account to each other thereafter as necessary to insure that all amounts paid and received are properly accounted for.
Post Closing Accounting. On or before 60 days following the Closing, Five Star and VUS will account to each other for all funds paid and received pursuant to the CMA following the Closing, and will continue to account to each other thereafter as necessary to ensure that all amounts paid and received are properly accounted for.
Post Closing Accounting. An accounting shall be held no later than 90 days after the Closing Date. At that time Assignor shall furnish to Assignee a complete account as to all invoices paid and all revenues received attributable to all operations on, and production from, the Properties assigned to Assignee during the period from the Effective Time to the Closing Date. Such account shall be settled between the parties by the payment of cash, as appropriate, pursuant to a Final Settlement Statement, to be prepared by Assignor and approved by both parties. Assignor shall not charge the Assignee COPAX xx other general and administrative overhead for the Properties being assigned to Assignee for the period between the Effective Time and the Closing Date.
Post Closing Accounting. If either Purchaser or Seller deems it necessary or desirable to do so and notifies the other Party in writing of a request for the same, then within forty-five (45) calendar days after the Closing Date, Seller and Purchaser shall meet and account for and agree upon: (1) any proceeds due to Seller on account of production from the Assets and sold prior to the Effective Date but received after the Effective Date; (2) any payments received by Seller for production from the Assets sold after the Effective Date which belong to the Purchaser; (3) costs, expenses, charges, and credits paid by Seller relating to operation of the Assets on or after the Effective Date, including, but not limited to landowner royalties, overriding royalties, production, ad valorem, personal property, and real property taxes, and fees imposed by any governmental agency with jurisdiction over or related to the operation and production of the Assets; (4) costs, expenses, charges, and credits relating to operations of the Assets incurred and paid by Purchaser after the Effective Date for operation of the Assets prior to the Effective Date, including, but not limited to landowner royalties, overriding royalties, production, ad valorem, personal property and real property taxes, and fees imposed by any governmental agency with jurisdiction over or related to the operation and production of the Assets; and (5) such other adjustments as may be agreed upon in writing by the Parties hereto whether before or after the Closing Date.
Post Closing Accounting. If Buyer and Seller are unable to determine the Closing Date net working capital of the Canton LLCs referenced in Section 1.1(b)(ii) in order to calculate the adjustments to the Closing Date Payment pursuant to Section 1.1(a) at the Closing, then, within 90 days after the Closing Date, Buyer shall prepare and submit to the Reviewing Shareholders an unaudited balance sheet and any other appropriate statements (collectively, the “Working Capital Statement”) necessary to establish the net working capital of the Canton LLCs at the Closing Date. The Reviewing Shareholders and their designated professional advisors may review at their expense any financial records and other documents and records relevant to the Working Capital Statement at the location or locations at which such records and documents are normally kept. Such Working Capital Statement shall be deemed accepted by the Shareholders unless at least two of the Reviewing Shareholder provide Buyer with written notice of any objections (including a description of such objections) within 30 days after the Reviewing Shareholders’ receipt of the Working Capital Statement. If such written notice of any objection is given to Buyer, then the Reviewing Shareholders and Buyer shall use their best efforts to resolve such disagreement and, if they are unable to resolve such disagreement within 30 days after such written notice of objection is given, the dispute shall be submitted for final and binding determination to KPMG LLP or, subject to the procedures set forth below, another nationally recognized accounting firm, which firm shall act as an expert and not as an arbitrator in making such determination. If, prior to the submission of any such matter to KMPG LLP, at least two of the Reviewing Shareholders notify Buyer of their election to have different nationally recognized accounting firm make the determination, the Reviewing Shareholder shall provided written proposals (including cost estimates) from at least two other nationally recognized accounting firms to Buyer and Buyer shall select one of such accounting firms. The fees charged by such accounting firm in connection with such determination, which shall be billed separately and independently from any other services provided by such firm, shall be paid by Buyer if such firm’s final determination of any adjustment to the Closing Date Payment arising from such determination results in an upward change (i.e., a change in favor of the Shareholders) of more tha...
Post Closing Accounting. Immediately following the Closing, the accountants for the Company and the accountants for SeqLL prior to the Closing shall continue, at SeqLL’s expense post-Closing, to assist XxxXX’s new accountants post-Closing in the transition period with the completion of the Capital Raise. This shall include, but not be limited to, the preparation of the Company’s unaudited financial statements for the period from January 1, 2023 until June 30, 2023.
Post Closing Accounting. The parties acknowledge that Seller is assigning to Purchaser no accounts receivable, and that, except as expressly provided in the first sentence of Section 3(a) hereof Purchaser is assuming no liabilities. Purchaser and Seller agree, consistent with their normal business practices, to cooperate in collecting and accounting for Seller s accounts receivable (including through use of Purchaser's computer equipment and office personnel as necessary) as of the Closing Date and to assist Seller in its efforts to discharge Seller s liabilities. The parties further agree to develop a procedure on or prior to the Closing Date to implement the foregoing. Such procedure shall include provision for (a) matching of payments received to invoices outstanding and identification of disputed invoices; and (b) assisting Seller in accounting for and paying outstanding payables. It is not intended that Purchaser will disburse or collect funds for the Seller, but Purchaser will assist the Seller in post-closing accounting for a period of six (6) months from the Closing Date.
