Post-Closing Adjustment Procedure. As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment to the Purchase Price required under Section 2.03. Seller shall make available the necessary records to permit Buyer to conduct an audit of the Final Settlement Statement during the forty-five (45) day period commencing on the date the Final Settlement Statement is delivered to Buyer (the “Audit Period”). As soon as reasonably practicable, but no later than the end of the Audit Period, Buyer may deliver to Seller a written report containing any changes Buyer proposes to such statement. Any matters covered by the Final Settlement Statement as delivered by Seller to which Buyer fails to object in the written report shall be deemed correct and shall be final and binding on the Parties and not subject to further review, audit or arbitration. The undisputed amounts (net of any amounts in dispute) will be paid or collected promptly in cash only. The Parties agree to negotiate in good faith to resolve any disputes relating to items in the Final Settlement Statement and shall meet no later than fifteen (15) days after Seller receives Buyer’s written report to attempt to agree on any adjustments to the Final Settlement Statement. If the Parties fail to agree on final adjustments within that fifteen (15) day period, either Party may submit the disputed items, no later than the thirtieth (30th) day following the expiration of such fifteen (15) day period, to KPMG or another nationally-recognized, United States-based accounting firm on which the Parties agree in writing (the “Accounting Referee”). The Parties shall direct the Accounting Referee to resolve the disputes within thirty (30) days after its receipt of relevant materials pertaining to the dispute. The Accounting Referee shall act as an expert for the limited purpose of determining the specific disputed matters submitted by either Party and may not award damages or penalties to either Party with respect to any matter. Seller and Buyer shall share equally the Accounting Referee’s fees and expenses. The Final Settlement Statement, whether as agreed between the Parties or as determined by a decision of the Accounting Referee, shall be binding on and non-appealable by the Parties and not subject to further review, audit or arbitration. Payment by Buyer or Seller, as applicable, for any disputed amou...
Post-Closing Adjustment Procedure. (a) As soon as practicable after the Closing Date, but no later than 90 days after the Closing Date, Seller shall prepare and deliver to Buyer, in accordance with this Agreement and generally accepted accounting principles, a statement (the "Final Settlement Statement") setting forth each adjustment or payment that was not finally determined as of the Closing Date and showing the calculation of such adjustments. Within fifteen days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-closing adjustment no later than fifteen days after Seller has received Buyer's proposed changes. The date upon which such agreement is reached or upon which the "Final Purchase Price" is established, shall be called the "Final Settlement Date." If (i) the Final Purchase Price is more than the Preliminary Purchase Price, Buyer shall pay in immediately available federal funds the amount of such difference to Seller or to Seller's account (as designated by Seller), or (ii) the Final Purchase Price is less than the Preliminary Purchase Price, Seller shall pay in immediately available federal funds the amount of such difference to Buyer or to Buyer's account (as designated by Buyer). Payment by Buyer or Seller shall be made within five days after the Final Settlement Date.
Post-Closing Adjustment Procedure. (a) Within ninety (90) calendar days after the Closing Date, Buyer will prepare and deliver to Seller the Closing Balance Sheet together with a statement (collectively, the "Closing Financial Statement"), setting forth the Buyer's determination of: (A) the aggregate Acquisition Expenses, to the extent not paid as of the Closing, (B) the aggregate Indebtedness of the Company and the Subsidiaries to the extent not paid as of the Closing, (C) the Net Working Capital as of the Closing Date (the "Closing Net Working Capital") and the Working Capital Adjustment, (D) the aggregate amount of Change in Control Payments to the extent not paid as the Closing, including any related employer portion of employment Taxes attributable thereto, (E) the aggregate amount payable in respect of the Company Phantom Units as of the Closing Date, including any related employer portion of employment Taxes attributable thereto, (F) the aggregate amount payable in respect of the Stock Appreciation Rights as of the Closing Date, including any related employer portion of employment Taxes attributable thereto, and (G) the aggregate amount of all Other Payments as of the Closing Date. Buyer will promptly cooperate with Seller and make available at Seller's reasonable request all records, work papers and relevant personnel used in or relating to the preparation of the Closing Financial Statement and the calculation of the amounts thereon. The Closing Financial Statement will be prepared in accordance with GAAP consistently applied.
Post-Closing Adjustment Procedure. (i) After the Closing, Buyer shall prepare a balance sheet as of 11:59 p.m. (Toronto, Ontario time) on the date immediately preceding the Closing Date (the “Final Closing Date Balance Sheet”) of the Company in accordance with this Agreement and GAAP. The Final Closing Date Balance Sheet shall set forth the actual amounts of (A) Cash, (B) Working Capital and (C) Debt and shall be accompanied by the Final Tax Adjustment Statement. Buyer shall deliver to the Sellers the Final Closing Date Balance Sheet and the Final Tax Adjustment Statement (together with copies of all underlying working papers and other documentation reasonably requested by the Sellers or their advisors) within 75 calendar days following the Closing Date.
Post-Closing Adjustment Procedure. (i) After the Closing, the Surviving Corporation shall prepare a balance sheet as of 11:59 p.m., California time, on the date immediately preceding the Closing Date (the “Final Closing Date Balance Sheet”) of the Company in accordance with this Agreement and GAAP applied consistently with the 2004 Balance Sheet. The Final Closing Date Balance Sheet shall set forth the actual amounts of (A) Cash, (B) Working Capital and (C) Debt and shall be accompanied by the Final Tax Adjustment Statement. The Surviving Corporation shall deliver to Representative the Final Closing Date Balance Sheet and the Final Tax Adjustment Statement (together with copies of all underlying work papers) within 75 days following the Closing Date.
Post-Closing Adjustment Procedure. Upon the Adjustment Statement being deemed final in accordance with Section 1.4.1, the Unadjusted Redemption Price shall be adjusted, up or down, as applicable, in an amount equal to the Adjustment Amount set forth on the Adjustment Statement (as so adjusted, the "Adjusted Redemption Price"). To the extent that the Adjusted Redemption Price exceeds the Unadjusted Redemption Price, the Company shall pay to Holdings the difference between such amounts, and to the extent that the Unadjusted Redemption Price exceeds the Adjusted Redemption Price, Holdings shall pay to the Company the difference between such amounts. Any payment required under this Section 1.4.2 shall be made by wire transfer of immediately available funds to the account specified by the party entitled to payment within five (5) business days after the date on which the Adjustment Statement is deemed final in accordance with Section 1.4.1.
Post-Closing Adjustment Procedure. (a) Purchaser, at its sole cost and expense, shall prepare and deliver to Seller within 90 days after the Closing Date an unaudited balance sheet of the Purchased Assets and the Assumed Liabilities as of the Closing Date ("Closing Balance Sheet"), prepared in accordance with generally accepted accounting principles ("GAAP") consistent with past practices used by Seller. Purchaser shall permit Seller, at its sole cost and expense, and its accountants to participate in the preparation thereof (including the right to observe any physical inventory) and shall promptly make available to Seller and its accountants all work papers and other pertinent information used in connection therewith. Seller shall have full access to the books, records, properties and personnel of Purchaser for purposes of verifying the Closing Balance Sheet.
Post-Closing Adjustment Procedure. (i) After the Closing, the Surviving Corporation shall prepare a balance sheet as of 11:59 p.m., California time, on the date immediately preceding the Closing Date (the “Final Closing Date Balance Sheet”) of the Company in accordance with this Agreement and GAAP applied consistently with the 2005 Balance Sheet. The Final Closing Date Balance Sheet shall set forth the actual amounts of (A) Cash, (B) Working Capital and (C) Debt and shall be accompanied by the Final Tax Adjustment Statement. The Surviving Corporation shall deliver to Representative the Final Closing Date Balance Sheet and the Final Tax Adjustment Statement (together with copies of all underlying work papers) within 75 days following the Closing Date. For purposes of enabling the Representative to perform his duties under this Section 2.13, the Representative shall be entitled to retain such professional advisors as the Representative deems appropriate, and the fees and expenses incurred by the Representative (the “Representative’s Holdback Expenses”) shall be paid by Parent out of the Holdback Amount promptly after receipt of a written request by Representative therefor, and evidence reasonably satisfactory to Xxxxxx of the incurrence thereof; provided, however, that the Representative’s Holdback Expenses to be paid by Parent out of the Holdback Amount shall not exceed $10,000.
Post-Closing Adjustment Procedure. At the Closing, Buyer Parent --------------------------------- shall, or Buyer Parent shall cause Buyer to, pay to Seller Two Million Dollars ($2,000,000) as a prepayment for the adjustments required under this Section 1.4.2. Upon the Adjustment Statement being deemed final in accordance with Section 1.4.1, a payment shall be made by Buyer or Seller, as applicable, in an amount equal to the amount set forth on either line 13 or 14, whichever is applicable, of the Adjustment Statement (the "Purchase Price Adjustment"), provided, that as noted on line 12 of the Adjustment Statement, any Purchase Price Adjustment to be paid by Buyer or Seller pursuant to this Section 1.4.2 has been reduced or increased, as applicable, by a $3,000,000 prepayment credit. The Purchase Price Adjustment shall be made by wire transfer of immediately available funds to the account specified by the recipient Party within five (5) business days after the date on which the Adjustment Statement is deemed final in accordance with Section 1.4.1.
Post-Closing Adjustment Procedure. (a) As soon as practicable, but in any event within sixty (60) calendar days after the Closing Date, Bxxxx will prepare and deliver to the Seller Representative a statement (the “Closing Financial Statement”), setting forth calculations of (i) Net Working Capital as of the Closing Date (the “Closing Net Working Capital”) and (ii) the Closing Cash. The Closing Financial Statement will be prepared in good faith in accordance with the Accounting Procedures, and which shall be in substantially the form of the Sample Net Working Capital Statement.
