Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.06:
Post-Closing Adjustment of Purchase Price. (a) As soon as practicable but within 15 days after the completion of the external audit of the Buyer’s (or any successor’s) financial statements for the year ended December 31, 2020 (but in no event later than April 30, 2021), the Buyer shall prepare, or cause to be prepared, and deliver to the Seller Representative a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Enhanced Entities as of immediately prior to the Closing (the “Closing Balance Sheet”) and a consolidated income statement of each of the Companies for the year ended December 31, 2020 (the “Year End Income Statement”) and (ii) a good faith calculation of the actual (A) EBITDA (the “Final EBITDA”), (B) Payoff Indebtedness (the “Closing Payoff Indebtedness”), (C) Cash (the “Final Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Payoff Indebtedness and Closing Transaction Expenses determined as of immediately prior to the Closing, Final Cash shall be determined as of December 31, 2020 and Final EBITDA shall be determined for the year ended December 31, 2020, in each case (except for Closing Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements), together with, in each case, reasonably detailed supporting information containing the components thereof. Final EBITDA, Closing Payoff Indebtedness, Final Cash and Closing Transaction Expenses shall be calculated in accordance with the definitions thereof and GAAP, which shall (x) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or the Ancillary Agreements, (y) be based on facts and circumstances as they exist on the Closing Date and (z) exclude the effect of any, decision or event occurring on or after the Closing Date. In furtherance of the foregoing, the parties acknowledge and agree that GAAP is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies that are not, in each case, specifically set forth therein. If the Buyer fails to timely deliver any of the Final Closing Statement and the calculations set forth therein in accordance with the f...
Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4:
(a) As promptly as practicable, but in any event within ninety (90) calendar days following the Closing Date, Seller shall deliver to Buyer (i) the Final Balance Sheet (the cost of preparing such balance sheet to be borne equally between Seller and Buyer) and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used in connection with the preparation of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working Capital.
(b) The Final Statement of Working Capital delivered by Seller to Buyer shall be deemed to be and shall be final, binding and conclusive on the parties hereto; provided, however, that Buyer may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined in accordance with GAAP applied on a basis consistent with the preparation of Company’s financial statements for the year ended December 31, 2005; provided further, however, that Buyer shall have notified Seller in writing of each disputed item (the “Dispute Notice”), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (35) Business Days of Buyer’s receipt of the Final Statement of Working Capital (the “Final Adjustment Date”). In the event of such a dispute, Seller and Buyer shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution to each disputed item within ten (10) Business Days after receipt by Seller of the Dispute Notice, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of the ...
Post-Closing Adjustment of Purchase Price. (a) Within 60 days after the Closing Date, the Seller Representative shall prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, including all notes thereto, as of the Cut-off Time and (ii) a calculation of the actual (A) Net Working Capital (the “Closing Net Working Capital”), (B) Indebtedness (the “Closing Indebtedness”), (C) Cash (the “Closing Cash”), and (D) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses determined as of the Cut-off Time and, except for Closing Transaction Expenses, without giving effect to the transactions contemplated hereby). Closing Net Working Capital, Closing Indebtedness and Closing Cash shall be calculated in accordance with the Applicable Accounting Principles. All calculations of Closing Net Working Capital, Closing Indebtedness, Closing Cash and Closing Transaction Expenses shall be accompanied by a certificate of a duly authorized officer of the Seller Representative certifying that such amounts have been prepared in good faith in accordance with this Agreement.
(b) The Final Closing Statement shall become final and binding on the 60th day following delivery thereof (the “Buyer Review Period”), unless prior to the end of such period, the Buyer delivers to the Seller Representative written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as set forth in the Final Closing Statement.
(c) During the 15-day period following delivery of a Notice of Disagreement by the Buyer to the Seller Representative, the Parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between the Seller Representative and the Buyer within such 15-day period shall be final and binding with respect to such items, and if the Seller Representative and the Buyer agree in writing on the resolution of each disputed item specified by the Buyer in the Notice of Disagreement and the amount of t...
Post-Closing Adjustment of Purchase Price. After the Closing Date, ----------------------------------------- the Purchase Price set forth in Section 2.03 shall be adjusted as follows: (i) if the Final Net Worth of JCR as finally determined pursuant to Section 2.07 shall be more than the Guaranteed Net Worth, then (a) the Parent Shares shall be increased by an amount equal to fifty percent (50%) of the amount of such excess, (b) the Cash Payment shall be increased by an amount equal to forty percent (40%) of the amount of such excess, and (c) the principal amount of the Note shall be increased by an amount equal to ten percent (10%) of the amount of such excess, and (ii) if the Final Net Worth of JCR as finally determined pursuant to Section 2.07 shall be less than the Guaranteed Net Worth, then (a) the Parent Shares shall be reduced by an amount equal to fifty percent (50%) of the amount of such shortfall, (b) the Cash Payment shall be reduced by an amount equal to forty percent (40%) of the amount of such shortfall, and (c) the principal amount of the Note shall be reduced by an amount equal to ten percent (10%) of the amount of such shortfall. In the event that the Parent Shares should be reduced pursuant to (ii) above, the Shareholder shall immediately return the aggregate number of Parent Shares to the Parent as will constitute the value of the reduction. In the event that the Cash Payment should be reduced pursuant to (ii) above, the Shareholder shall immediately refund such amount of cash to LRA-CA. In the event that any principal payments on the Note are made by LRA-CA prior to the determination of the final principal balance as a result of the determination of the Final Net Worth, then the amount of any such principal payments shall reduce the amount of the principal balance of the revised Note. In addition, the Note executed and delivered by LRA-CA to the Shareholder at the Closing shall be promptly returned to LRA-CA marked "CANCELLED" upon LRA-CA's delivery of the revised Note to the Shareholder upon determination of the Final Net Worth.
Post-Closing Adjustment of Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.08:
(a) As soon as reasonably practical after the Closing, but in no event later than 90 days after the Closing Date, Purchaser shall prepare and deliver to Seller the Closing Statement, which shall, in the case of Closing Working Capital, be prepared (i) using and applying the Accounting Principles and (ii) taking into account the definitional adjustments set forth in the Reference Statement of Working Capital. The parties agree that the determination of the Estimated Closing Working Capital and Final Closing Working Capital will be without any change in or introduction of any new reserves, other than changes in or the addition of reserves attributable to changes in facts and circumstances occurring after the Measurement Date, and without duplication to any items counted in such determination. To the extent reasonably required by Purchaser in connection therewith, Seller shall provide Purchaser with reasonable access during normal business hours to its books, records and employees in connection with Purchaser’s preparation of the Closing Statement (subject to Seller taking actions to ensure compliance by Seller and its Subsidiaries and their respective directors, officers and employees with any COVID-19 Measures).
(b) Within 45 days after receipt of the Closing Statement, Seller may, by written notice to Purchaser, object to the Closing Statement. If Seller objects to the Closing Statement, it shall within such 45-day period deliver written notice of its objection (the “Objection Notice”) to Purchaser, which Objection Notice shall: (i) set forth the items being disputed and the reasons therefor and (ii) specify Seller’s calculation of Closing Working Capital. If Seller does not deliver an Objection Notice within such 45-day period, Purchaser’s calculation of Closing Working Capital set forth in the Closing Statement shall be deemed the Final Closing Working Capital. To the extent reasonably required by Seller, Purchaser shall provide Seller with reasonable access to its books, records and employees in connection with Seller’s review of the Closing Statement.
(c) If Purchaser does not dispute any items in the Objection Notice within 30 days after delivery of the Objection Notice, Seller’s calculation of Closing Working Capital set forth in the Objection Notice shall be deemed the Final Closing Working Capital. For 30 days after delivery of the Objection Notic...
Post-Closing Adjustment of Purchase Price. Subject to the last sentence of this paragraph, after the Closing Date, the Purchase Price set forth in Section 2(B) shall be adjusted as follows: (i) if the Final Net Worth of the Company as finally determined pursuant to Section 2(E) shall be more than the Guaranteed Net Worth, then the Cash Payment shall be increased by the amount of such excess and (ii) if the Final Net Worth of the Company as finally determined pursuant to Section 2(E) shall be less than the Guaranteed Net Worth, then the Cash Payment shall be decreased by the amount of such shortfall. In the event that the Final Net Worth is more than the Guaranteed Net Worth, the Buyer shall within 15 days pay such amount of cash to the Sellers. In the event that the Final Net Worth is less than the Guaranteed Net Worth, the Sellers shall within 15 days refund such amount of cash to Buyer. Notwithstanding the foregoing, any downward adjustment proposed to be made to the Final Net Worth arising from facts that should have been, but were not, reflected in the Company Financial Statements shall be subject to and shall count against the Threshold Amount set forth in Section 7B(iv) hereof.
Post-Closing Adjustment of Purchase Price. At the Closing, the Purchaser shall deliver to the Escrow Agent by wire transfer of immediately available funds to the account(s) designated therefor in the Escrow Agreement, in accordance with the terms of the Escrow Agreement and Section 2.11, the Escrow Amount. The Purchase Price shall be subject to adjustment as specified in this Section 2.10 as follows:
Post-Closing Adjustment of Purchase Price. (a) If the Closing Net Working Capital (as finally determined pursuant to Section 3.01) is less than $300,000 then Seller shall (i) pay to Buyer the difference between $300,000 and the Closing Net Working Capital and (ii) reimburse Buyer for any Initial Excess Working Capital Payments made to Seller pursuant to Section 3.01(b) above.
(b) If the Closing Net Working Capital (as finally determined pursuant to Section 3.01) is greater than the $300,000, then Buyer shall pay to Seller the difference between the Closing Net Working Capital and $300,000 less any Initial Excess Working Capital Payments made to Seller pursuant to Section 3.01(b) above.
(c) Any payment pursuant to this Section 3.02 shall be made within ten (10) days after Closing Net Working Capital has finally been determined pursuant to Section 3.01 above. If any payment due from Seller to Buyer pursuant to this Article III is not paid when due under this Agreement, Buyer shall be entitled, in its sole discretion, to payment for such amount out of the Promissory Note. Interest shall not accrue or be due with respect to payments made pursuant to this Article III.
Post-Closing Adjustment of Purchase Price. (a) Following the final determination of Final Purchase Price, Closing Working Capital, Closing Cash, Transferring Indebtedness and Transaction Expenses pursuant to Section 1.7, a payment (the “Final Purchase Price Adjustment”) shall be made by the Seller (or one or more Affiliates designated by the Seller) to the Purchaser (or one or more Affiliates designated by the Purchaser), or by the Purchaser (or one or more Affiliates designated by the Purchaser) to the Seller (or one or more Affiliates designated by the Seller), as applicable, as an adjustment to the Purchase Price. The Final Purchase Price Adjustment shall be an amount equal to the Closing Purchase Price, minus the Final Purchase Price. If the Final Purchase Price Adjustment is positive, such amount shall be paid to the Purchaser (or one or more Affiliates designated by the Purchaser) by the Seller (or one or more Affiliates designated by the Seller), and if the Final Purchase Price Adjustment is negative, the absolute value of such amount shall be paid to the Seller (or one or more Affiliates designated by the Seller) by the Purchaser (or one or more Affiliates designated by the Purchaser).
