Post-Closing Adjustment of the Purchase Price Sample Clauses

Post-Closing Adjustment of the Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.07:
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Post-Closing Adjustment of the Purchase Price. Subject to subsections (g)-(j) below, the “Price Adjustment Amount”, which may be positive or negative, means the difference of (x) the amount of the Final Closing Payment less (y) the amount of the Closing Payment. If the Price Adjustment Amount is positive, then the Purchase Price will be increased by such amount and such difference shall be payable by J&J to Seller and Parent in accordance with subsection (j) below. If the Price Adjustment Amount is negative, then the Purchase Price will be decreased by such amount and such difference shall be payable by Parent and Seller to J&J in accordance with subsection (j) below. The Closing Balance Sheet, the Closing Net Working Capital, and the Final Closing Net Working Capital Adjustment Amount shall be prepared consistently with the Applicable Accounting Practices, including the accounting principles, methodologies, policies and procedures used in the example calculation of Target Net Working Capital set forth on Schedule 2.7.
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Post-Closing Adjustment of the Purchase Price. Within thirty (30) days after the Closing, Seller shall make any adjustments necessary to finalize the Closing Balance Sheet as of the close of business on the Closing Date (the "Final Closing Balance Sheet") and furnish a copy thereof to Purchaser and to Ernst & Young LLP (E&Y) within such period. The parties shall jointly retain E&Y to conduct an audit of the respective amounts shown for Accounts Receivable, Prepaid Expenses, Accrued Liabilities, and Inventory in the Final Closing Balance Sheet. In conducting such audit, E&Y will verify that the amounts shown for Accounts Receivable, Prepaid Expenses, Accrued Liabilities and Inventory in the Final Closing Balance Sheet were accounted for in accordance with the internal accounting policies of Seller as described in Schedule 3.4. Upon the completion of such procedures, but in any event not more than ninety (90) days from the Closing Date, E&Y shall issue concurrently to the parties: (i) its audit report setting forth its conclusions and adjustments (if any) to the Final Closing Balance Sheet; and (ii) a special report which is limited to a tabulation of the difference in the respective amounts shown for Accounts Receivable, Prepaid Expenses, Accrued Liabilities, and Inventory from the Balance Sheet to Final Closing Balance Sheet, and the resultant purchase price adjustment. Any difference between the purchase price adjustment amount so calculated by E&Y and the amount of the Adjustment to Purchase Price made at Closing shall be promptly settled by cash payment between the parties. The fees and expenses of E&Y in performing such work will be invoiced to and borne by the Purchaser and Seller on a 50/50 basis. It is understood and agreed that no other findings, conclusions, adjustments, qualifications, or recommendations of E&Y resulting from or arising in connection with its audit of the Final Closing Balance Sheet shall be material to the parties for the purposes of this Section 3.4 or included by E&Y in its special report for the purposes of this Section 3.4. Notwithstanding the foregoing, the parties have agreed that for the purposes of the foregoing audit of Accrued Liabilities, the frozen medical accrual of $92,000 shall not be audited or adjusted in connection therewith, the parties having stipulated and accepted $92,000 as the final number for the purposes of this item. Detail regarding the frozen medical accrual is included with Schedule 3.4.
Sample 1
Post-Closing Adjustment of the Purchase Price. The Purchase Price shall be adjusted in accordance with the following provisions:
Sample 1
Post-Closing Adjustment of the Purchase Price. (a) Within ninety (90) days after the Closing Date, the Buyer shall prepare or cause to be prepared and delivered to the Seller a written statement certified by the Chief Financial Officer of the Buyer derived from and consistent with the Books and Records and prepared in good faith and in accordance with the Accounting Principles (the “Closing Date Statutory Capital Statement”) setting forth the actual amount of the Statutory Capital of CLIC and Pyramid as of the Closing Date, after giving effect to (i) the transfers of the CLIC Shares and the Pyramid Shares contemplated hereby, (ii) the transfers of the CLIC Retained Assets, Retained Software, Assigned Software contemplated hereby, (iii) the transfers of assets or rights contemplated by the Intellectual Property Assignment Agreement, (iv) the reinsurance transaction contemplated by the APNY Coinsurance Agreement and (v) the Notional Buyer Closing Date CLIC Capital Contribution (the “Closing Date Statutory Capital Amount”). In connection with the Buyer’s preparation of the Closing Date Statutory Capital Statement, to the extent that the Buyer does not have all relevant information in its possession, the Buyer and its Representatives will be permitted to review the Seller’s or any of its Affiliates’ work papers and any work papers of the Seller’s and its Affiliates’ independent accountants relevant to the preparation of the Closing Date Statutory Capital Statement, and the Seller will, and will cause its Affiliates to, make reasonably available to the Buyer the individuals then in its employ, if any, responsible for and knowledgeable about the information to be reflected in the Closing Date Statutory Capital Statement, in order to respond to the reasonable inquiries of the Buyer; provided, however, that the independent accountants and actuaries of the Seller will not be obligated to make any work papers available to the Buyer unless and until the Buyer has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants or actuaries, as applicable. For purposes of clarity, the parties hereto agree that the calculation of the Closing Date Statutory Capital Amount shall not take into account in any respect any Section 382 Impact.
Sample 1
Post-Closing Adjustment of the Purchase Price. (i) The Parties hereby agree the Sellers and the Purchaser shall verify the existence of the fixed assets and Product inventory represented by Sellers at time of closing. Upon conclusion of the physical counting of fixed assets and product inventory, Purchaser will either (a) agree that the fixed assets and product inventory listing is Purchaser’s Initials __________ Seller’s Initials __________ comparable to the actual count, in which case no adjustments to purchase price will be made or (b) conclude the fixed assets and Product inventory listing contains errors which are unacceptable to Purchaser, in which case the Sellers and the Purchaser will negotiate in good faith a fixed asset and product inventory adjustment. Such adjustments shall by subtracted from the purchase price, with payments adjusted on a pro-rata percentage basis, unless the parties otherwise agree in writing.
Sample 1
Post-Closing Adjustment of the Purchase Price. (a) The Purchase Price shall be determined in accordance with Section 3.1 and the determination mechanism contained in this Section 3.9. For purposes of determining the Purchase Price in accordance with Section 3.1, the amount of any Net Debt shall be derived in accordance with GAAP.
Sample 1
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Post-Closing Adjustment of the Purchase Price. (a) As promptly as practicable following the Closing Date (but in no event later than 90 days following the Closing Date), Parent shall deliver to Sellers a combined balance sheet of the Business as of the Closing Date, including a determination of Book Value (as defined above) (the “Preliminary Closing Date Balance Sheet”). The Preliminary Closing Date Balance Sheet shall be prepared (i) in accordance with GAAP applied on a basis consistent with that used in the preparation of the Combined Financial Statements (including the accounting policies set forth in the historical financial statements of Knight for 2003) and (ii) in a manner consistent with the illustrative balance sheet set forth on Schedule 2.5.
Sample 1
Post-Closing Adjustment of the Purchase Price. Following the Closing and pursuant to Section 2.02(a), the Purchase Price will be adjusted downward, on a dollar for dollar basis, to the extent that Holdings’ stockholder equity as of immediately prior to the Closing (but without giving effect to the payments contemplated by Section 2.01(a)(i)) as finally determined in accordance with GAAP, as in effect on the date hereof, applied on a basis consistent with the Company Parties’ past practices (to the extent applicable), except as otherwise set forth in Annex 2.02 (“Stockholder Equity”), is less than Forty-Seven Million Five Hundred Thousand Dollars ($47,500,000). The Stockholder Equity shall be determined and calculated strictly in accordance with Annex 2.02 using the applicable line items set forth on the Audited Closing Balance Sheet (as defined below) as agreed upon by the parties in accordance with Section 2.02(a). Following the Closing and pursuant to Section 2.02(a), the Purchase Price shall also be adjusted (x) (A) upward, on a dollar for dollar basis, if the Final Closing Cash (as defined below) exceeds the Estimated Closing Cash or (B) downward, on a dollar for dollar basis, if the Estimated Closing Cash exceeds the Final Closing Cash (any such adjustment, whether upward or downward, a “Cash Adjustment”) and (y) (A) upward, on a dollar for dollar basis, if the Estimated Capital Leases Amount exceeds the Final Capital Leases Amount or (B) downward, on a dollar for dollar basis, if the Final Capital Leases Amount exceeds the Estimated Capital Leases Amount (any such adjustment, whether upward or downward, a “Capital Leases Adjustment”).
Sample 1

Related to Post-Closing Adjustment of the Purchase Price

  • Post-Closing Purchase Price Adjustment (a) As soon as practicable, but no later than forty-five (45) calendar days after the Closing Date, Buyer shall cause to be prepared and delivered to Griffon a single statement (the “Closing Statement”) setting forth Buyer’s calculation of (i) the Net Working Capital, (ii) based on such Net Working Capital amount, the Net Working Capital Adjustment, (iii) the Closing Date Funded Indebtedness, (iv) the Closing Date Cash, (v) the Transaction Related Expenses and the components thereof in reasonable detail. Buyer’s calculation of the Net Working Capital, the Net Working Capital Adjustment, the Closing Date Funded Indebtedness, the Closing Date Cash and the Transaction Related Expenses set forth in the Closing Statement shall be prepared and calculated in good faith, and in the manner and on a basis consistent with the terms of this Agreement and the Accounting Principles (in the case of Net Working Capital) and the definitions thereof, and in the case of Net Working Capital shall also be in the same form and include the same line items as the Estimated Net Working Capital calculation, and shall otherwise (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 hereby, (y) be based on facts and circumstances as they exist as of the Closing and (z) exclude the effect of any decision or event occurring on or after the Closing. In furtherance of the foregoing, Buyer acknowledges and agrees that the Accounting Principles are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies. If the Closing Statement is not so timely delivered by Buyer for any reason, then the Estimated Closing Statement shall be considered for all purposes of this Agreement as the Closing Statement, from which the Seller will have all of its rights under this Section 2.7 with respect thereto, including the right to dispute the calculations set forth in the Estimated Closing Statement in accordance with the procedures set forth in Section 2.7(b) and Section 2.7(c) mutatis mutandis.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Purchase Price Adjustment (a) As soon as reasonably practicable, following each Closing Date, Purchaser shall prepare, or shall cause to be prepared, a Final Closing Statement for each Target Business Segment that is the subject of such Closing and a certificate of the chief financial officer directly overseeing the Target Companies comprising such Target Business Segment certifying that the Final Closing Statement was prepared in accordance with the Agreed Accounting Principles and engage Deloitte and Touche LLP (or such other registered public accounting firm of international reputation which is mutually acceptable to Parent and Purchaser) (the “Accounting Expert”) to (i) audit the Final Closing Statement and issue a report thereon, and (ii) certify in writing to Parent and Purchaser that such audit was conducted in accordance with the terms hereof, and Purchaser shall cause such report and such certificate to be produced no later than 120 days following each Closing Date. The Accounting Expert shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, Parent and their respective Representatives, to the extent necessary to complete its audit of the Final Closing Statement, and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in, and reasonably necessary for the preparation of, such Final Closing Statement and in order to respond to inquiries made by the Accounting Expert, and Purchaser shall cause the Subject Companies to prepare and deliver customary management representation letters as may be requested by the Accounting Expert. Parent shall be provided reasonable access to the books, records and other relevant information of the Target Companies, Purchaser, and their respective Representatives (including the working papers of Parent and the Accounting Expert in connection with the preparation and audit of the applicable Final Closing Statement), and Purchaser and Parent shall, and shall cause their Representatives (including the Subject Companies) to, make reasonably available their respective personnel directly responsible for and knowledgeable about the information to be used in the Final Closing Statement in order to respond to inquiries made by Parent. The Final Closing Statement shall be final and binding and shall be used in determining the Adjustment Amount, absent manifest error. The fees and expenses of the Accounting Expert shall be borne by Parent.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Purchase Price Adjustments (a) No later than 75 days following the Closing, Purchaser shall cause to be prepared and delivered to Seller a statement (the “Post-Closing Payment Statement”) setting forth (i) Purchaser’s good faith calculation of the aggregate amount of the Cash Equivalents, (ii) Purchaser’s good faith calculation of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Purchaser’s good faith estimate of the Closing Indebtedness, (iv) Purchaser’s calculation of the Aggregate Purchase Price based on the foregoing and (v) Purchaser’s calculation of the Loan Receivables. If Seller accepts the Post-Closing Payment Statement in writing, or if Seller fails to notify Purchaser of any dispute with respect thereto within 30 days following receipt thereof, then the calculation of the Aggregate Purchase Price and the components thereof and Purchaser’s calculation of the Loan Receivables as set forth in the Post-Closing Payment Statement shall be deemed final and conclusive and binding upon all parties. If Seller disputes the accuracy of the calculation of the Aggregate Purchase Price or any component thereof or the calculation of the Loan Receivables set forth in the Post-Closing Payment Statement, Seller shall provide written notice to Purchaser no later than 30 days following receipt of the Post-Closing Payment Statement (the “Dispute Notice”), setting forth in reasonable detail those items that Seller disputes, the amounts of any adjustments that are necessary in Seller’s judgment for the computation of the Aggregate Purchase Price or the components thereof or the calculation of the Loan Receivables to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Purchaser and Seller will negotiate in good faith with a view to resolving their disagreements over the disputed items. From and after the delivery of the Post-Closing Payment Statement to Seller and until the final determination of the Aggregate Purchase Price and the Loan Receivables in accordance with this Section 2.6, Seller and its agents will be provided with such reasonable access during normal business hours to the relevant portions of the financial books and records of the Company and its Subsidiary and access to the agents and employees of the Company and its Subsidiary (including independent accountants and their work papers, subject to execution of customary access papers) as Seller may reasonably request to enable it to respond to the Post-Closing Payment Statement. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Aggregate Purchase Price and the Loan Receivables shall be the amount agreed upon by them. If the parties fail to resolve their differences over the disputed items within such 30-day period, then Purchaser and Seller shall forthwith jointly engage the Accounting Arbitrator to make a binding determination as to the disputed items in accordance with this Agreement. The “

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Payment of the Purchase Price The Purchase Price shall be paid as follows:

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Closing Purchase Price Buyer shall have delivered the Closing Purchase Price in accordance with Section 2.5. ARTICLE VII

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