Post-Closing Adjustment to Purchase Price. Within thirty (30) days after the Closing Date, Seller shall deliver to Purchaser an unaudited Balance Sheet Report and an income statement of the Business, prepared as of the Effective Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, Xx. Xxxxxxxx and Xx. Xxxxxx. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (inc...
Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not more than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”).
(b) The Closing Balance Sheet, including the Closing Date Working Capital, shall become final and binding upon the parties unless within 60 days following the Closing Date, Seller and Buyer have been unable to agree on a final Closing Balance Sheet, including the Closing Date Working Capital, in which case Seller and Buyer shall negotiate in good faith to resolve any differences for an additional 30 days. If by the end of the additional 30 day period such differences have not been resolved, they shall be resolved by the Philadelphia, Pennsylvania office of an accounting firm mutually acceptable to Seller and Buyer, and such firm’s opinion thereon and the resulting Closing Balance Sheet, including the Closing Date Working Capital, shall be final, binding and not subject to any appeal. The fees and expenses of such accounting firm in connection with any such resolution shall be paid one-half by Seller and one-half by Buyer.
(c) Within 10 days following the final determination of the Closing Balance Sheet and the Closing Date Working Capital, a final adjustment to the Purchase Price (the “Final Purchase Price Adjustment”) shall be made and paid as follows: (i) if the Closing Date Working Capital is less than the Estimated Working Capital, then Seller shall promptly pay, or cause to be paid to Buyer, in cash, an amount equal to the amount of such difference; and (ii) if the Closing Date Working Capital is greater than the Estimated Working Capital, then Buyer shall promptly pay, or cause to be paid to Seller, in cash, an amount equal to the amount of such difference; and
(d) As used herein, the term “Working Capital” means the calculation, using the same methodology set forth on the Reference Balance Sheet, of the current assets of the ACBR Entities (other than Excluded Assets) minus the current liabilities of the ACBR Entities as set forth on the Refe...
Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than sixty (60) days following the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative a statement (the “Closing Date Schedule”) setting forth Buyer’s good faith calculation of (A) Company Debt, together with a description and the amount of each element thereof; (B) Closing Cash, together with a description and the amount of each element thereof; (C) Sellers Transaction Expenses, together with a description and the amount of each element thereof; and (D) Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto as Exhibit C). If Bxxxx fails to deliver the Closing Date Schedule to the Sellers’ Representative within such sixty (60) day period, the Initial Closing Statement shall be deemed final, conclusive and binding on all of the parties hereto. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, Closing Cash, Company Debt and Sellers Transaction Expenses), and (ii) any of the plans, transactions, or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or its business or assets. Following the Closing, Buyer shall provide the Sellers’ Representative and its Representatives timely reasonable access to the records, properties and personnel of the Company Members and Buyer relating to the preparation of the Closing Date Schedule.
(ii) The Sellers’ Representative may dispute any amounts reflected on the Closing Date Schedule by notifying Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty (30) days of Buyer’s delivery to the Sellers’ Representative of the Closing Date Schedule. If the Sellers’ Representative does not deliver a notice of disagreement to Buyer within such thirty (30) day period, the Closing Date Schedule shall be deemed final, conclusive and binding on all of the parties hereto. If the Sellers’ Representativ...
Post-Closing Adjustment to Purchase Price. The Company will calculate the Book Equity Value of the Company within ninety (90) days following the Closing Date. At that time the following adjustment to the Purchase Price will be made (the “Post Closing Adjustment Payment”) as follows: If the Book Equity Value exceeds the Cash Payment, the Purchaser shall make a cash payment to the Seller equal to One Hundred Ten Percent (110%) multiplied by the difference between the Book Equity Value and the Cash Payment no later than ninety (90) days post-Closing Date; If the Cash Payment exceeds One Hundred Ten Percent (110%) multiplied by the Book Equity Value, the Seller shall make a cash payment to the Purchaser equal to the difference between the Cash Payment and One Hundred Ten Percent (110%) multiplied by the Book Equity Value.
(a) Each Earn out Payment will be in an amount equal to twenty percent (20%) of the Company’s Pre-Tax Income for the Earn Out Year preceding each Earn Out Payment.
(b) Notwithstanding any provision herein to the contrary, the Earn Out will be reduced by the sum of (A) ten percent (10%) of the Company’s Book Equity Value (B) reduced or increased by the surplus or deficiency in the Company’s Warranty Reserve (C) any Pre-Tax Income Distributions to Seller made after the Closing Date; and, (z) any balance due Purchaser resulting from deficiency in funds in the Charleston Operating Charge Escrow as described in section 2.03 above.
(c) Notwithstanding any terms herein to the contrary Purchaser will deduct amounts due for the Earn Out Deductions from each Earn Out Payment until the Earn Out Deductions are paid in full. Upon payment in full of the Earn Out Deductions remaining Earn Out Payments will be paid to Seller as provided herein.
(d) Purchaser will ensure that all financial statements prepared by or for the Company post-Closing will be in conformity to GAAP.
(e) Purchaser will not permit and Company, post-Closing, will not make any distributions, transfers, payment, or loans to Purchaser or any subsidiary or affiliate of Purchaser or Company which may or would prevent Company from making any Earn Out Payment on the date it is due.
(f) Purchaser will provide Seller with the Company’s annual financial statements beginning with the period ending December 31, 2020 and continuing through December 31, 2024.
(g) Purchaser’s failure to pay any Earn Out Payment when due is a default under this Agreement entitling the Seller to seek any available remedies at law or equity, together with the reco...
Post-Closing Adjustment to Purchase Price. (a) Within 90 days after the Closing, Citizens shall prepare and deliver to Parent and Buyer a Statement of Net Assets (the "Closing Statement of Net Assets") which reflects the Acquired Assets, as of 11:59 p.m. on the Closing Date, based on actual financial performance and calculated in the same manner, utilizing the same accounting principles, policies and methods utilized in preparing the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 1999), together with (A) an audit report of Seller's Accountants stating that the Closing Statement of Net Assets has been prepared utilizing the same accounting principles, policies and methods used in the preparation of the Interim Statement of Net Assets and (B) a calculation of Citizens' determination of the amount of increase or decrease in the amount of the Acquired Assets of the Business from the Interim Statement of Net Assets Date to the Closing Date which is derived from the Closing Statement of Net Assets ("Seller's Adjustment Amount"). The Closing Statement of Net Assets shall not give effect to any purchase accounting treatment arising from Buyer's purchase of the Acquired Assets. Buyer shall pay the fees and expenses of Seller's Accountants incurred in connection with this Section 2.6.
Post-Closing Adjustment to Purchase Price. Within ninety (90) calendar days after the Closing Date, the final unaudited balance sheet of the Hospital as of the Closing Date (the "Final Balance Sheet"), which shall include a calculation of Net Working Capital, Assumed Capital Lease Obligations and the Sick Pay Amount as of the Closing Date, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance Sheet, shall be permitted to review workpapers of Seller or its accountants with respect to the preparation of the Final Balance Sheet and the books and records of Seller reasonably related thereto. The Interim Balance Sheet and the Final Balance Sheet shall be prepared in a manner consistent with the terms of Section 2.
Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as follows:
Post-Closing Adjustment to Purchase Price. Subsection (b) of Section 2.05 of the Agreement is hereby amended and restated in its entirety to read as follows:
Post-Closing Adjustment to Purchase Price. (a) Buyer will promptly prepare and deliver within ninety (90) days after the Closing Date, to Seller a balance sheet (the “Closing Date Balance Sheet”) for the Company as of the close of business on the Closing Date (determined on a pro forma basis giving effect to the transactions contemplated by this Agreement and in accordance with GAAP (but excluding any assets or liabilities of the related Entity). The Closing Date Balance Sheet will include a determination of the Closing Date Working Capital of the Company as of the close of business on the Closing Date. “Closing Date Working Capital” means the excess of current assets (excluding any cash applied to the repayment of indebtedness for borrowed money) over current liabilities as shown on the Closing Date Balance Sheet. Buyer will make the workpapers and back-up materials used in preparing the Closing Date Balance Sheet available to Seller and accountants and other representatives at reasonable times and upon reasonable notice during (i) the review by Seller of the Closing Date Balance Sheet and (ii) the resolution by Buyer and Seller of any objections to the Closing Date Balance Sheet.
Post-Closing Adjustment to Purchase Price. In the event that it is determined after the Closing Date that the amount of the Revolver reflected on the books of the Company as of the Determination Date should have been an amount (the "Actual Revolver Amount") other than the amount used in the calculation of the Purchase Price (the "Revolver Payment Amount") pursuant to clause (x) of Section 1.2 above, the following payments shall be made in connection with the Purchase Price: (i) if the Actual Revolver Amount exceeds the Revolver Payment Amount, then Seller shall pay by wire transfer to an account specified by Buyer, within two Business Days after the making of such determination, an amount equal to the Actual Revolver Amount minus the Revolver Payment Amount; and (ii) if the Actual Revolver Amount is less than the Revolver Payment Amount, then Buyer shall pay by wire transfer to an account specified by Seller, within two Business Days after the making of such determination, an amount equal to the Revolver Payment Amount minus the Actual Revolver Amount.
