Post-Closing Adjustment to Closing Purchase Price. (a) Parent shall cause the Company to prepare and, as soon as practical, but in no event later than 90 days after the Closing Date, to deliver to Seller, a statement setting forth Parent’s and the Company’s calculation of (i) the Closing Non-Cash Working Capital (including each component item thereof as set forth in the Sample Statement), expressed as a positive or negative number, (ii) the Closing Cash, (iii) the Closing Indebtedness and (iv) the Closing Transaction Expenses (collectively, the “Initial Calculations”), and based on the foregoing, the Closing Purchase Price. Closing Non-Cash Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses shall be calculated in accordance with the Applicable Accounting Principles.
Post-Closing Adjustment to Closing Purchase Price. (a) Not less than [***] Business Days prior to the Closing Date, Seller shall deliver to Buyer the Estimated Closing Statement. Upon the delivery of the Estimated Closing Statement, Seller shall (i) reasonably make available to Buyer and its representatives the work papers and other books and records used in preparing the Estimated Closing Statement (ii) make its representatives reasonably available to Buyer and its representatives to discuss Buyer’s comments to the Estimated Closing Statement and (iii) consider all reasonable comments in good faith.
Post-Closing Adjustment to Closing Purchase Price and the definitions contained in this Agreement (including the inclusion or exclusion of items in the definition and the magnitude of the included or excluded items). Any item or amount that Seller does not dispute in the Dispute Notice within such period shall be final, binding and conclusive for all purposes hereunder.
Post-Closing Adjustment to Closing Purchase Price. Accounting Principles and the written presentations by Seller and Buyer, and not by independent review, only those items and amounts that remain then in dispute as set forth in the Dispute Notice.
Post-Closing Adjustment to Closing Purchase Price and Buyer shall not be entitled to seek indemnification or recovery of any attorneys’ fees or other professional fees incurred by Buyer in connection with any dispute governed by this Section 1.6 (
Post-Closing Adjustment to Closing Purchase Price. The Dispute Auditor shall allocate its fees and expenses between Buyer and Seller according to the degree to which the positions of the respective parties are not accepted by the Dispute Auditor.
Post-Closing Adjustment to Closing Purchase Price. (b) If and to the extent, at the time any Milestone Payment is due and payable, there shall be (i) any outstanding Indemnification Demand with respect to claims pursuant to Section 8.1 (Indemnification), the amount of Damages with respect to which shall not have been finally determined, or (ii) any unpaid amount of an Adjustment Amount payable to Buyer after the final determination of such amount pursuant to Section 1.6 (
Post-Closing Adjustment to Closing Purchase Price. If the final amount of Damages for such claim is less than the amount withheld from such Milestone Payment for such claim, then Buyer shall promptly, and in any event within five Business Days following the final determination of the amount of such Damages, deliver the difference to Seller by wire transfer in immediately available funds to an account designated by Seller. If the final amount of Damages for such claim exceeds the amount by which such Milestone Payment was reduced for such claim, then, subject to the limitations set forth in this Section 8 (Indemnification), Buyer shall continue to be entitled to the amount of such excess pursuant to the terms and conditions of this Section 8 (Indemnification).
Post-Closing Adjustment to Closing Purchase Price. AND SECTION 1.7 (CONTINGENT CONSIDERATION), IN ANY ACTION BETWEEN ANY OF THE PARTIES ARISING OUT OF OR RELATING TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS CONTEMPLATED BY THIS AGREEMENT, EACH OF THE PARTIES IRREVOCABLY AND UNCONDITIONALLY: (A) CONSENTS AND SUBMITS TO THE EXCLUSIVE JURISDICTION AND VENUE OF NEW YORK STATE COURT SITTING IN NEW YORK COUNTY OR, IF SUCH STATE COURT DOES NOT HAVE SUBJECT MATTER JURISDICTION, THE FEDERAL COURT SITTING IN NEW YORK COUNTY, NEW YORK; (B) WAIVES, TO THE FULLEST EXTENT PERMITTED BY LAW, ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF VENUE OF ANY SUCH ACTION IN ANY SUCH COURT OR THAT ANY SUCH ACTION BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM; AND (C) WAIVES THE RIGHT TO TRIAL BY JURY.
Post-Closing Adjustment to Closing Purchase Price. Within ninety (90) calendar days after the Closing Date, the Buyer (under the direction and supervision of the Special Committee) shall cause to be prepared and delivered to the Seller a statement (the “Closing Statement”) setting forth, as of the Reference Time, the Net Working Capital, the Closing Acquired Servicing Portfolio, the Weighted Average Servicing Fee, the Excess Servicing Strip and the Xxxxxxx Mac I/O Strip, and the components thereof. The Closing Statement and the Net Working Capital, the Closing Acquired Servicing Portfolio, the Weighted Average Servicing Fee, the Excess Servicing Strip and the Xxxxxxx Mac I/O Strip set forth therein shall be prepared and calculated in good faith, and, as applicable, in the manner and on a basis consistent with the applicable definitions thereof and Exhibits A and H, and shall be in the same form and include the same line items as the Estimated Closing Net Working Capital calculation, the Estimated Closing Acquired Servicing Portfolio calculation, the Estimated Closing Weighted Average Servicing Fee calculation and the Estimated Closing Excess Servicing Strip and Xxxxxxx Mac I/O Strip calculation. If the Closing Statement is not so timely delivered, the Estimated Closing Net Working Capital, the Estimated Closing Acquired Servicing Portfolio, the Estimated Closing Weighted Average Servicing Fee and Estimated Closing Excess Servicing Strip and Xxxxxxx Mac I/O Strip will be deemed Final Net Working Capital, Final Closing Acquired Servicing Portfolio, the Final Closing Weighted Average Servicing Fee and the Final Closing Excess Servicing Strip and Xxxxxxx Mac I/O Strip, respectively, absent manifest error or fraud.
