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. The Purchase Price shall be subject to adjustment after the Closing as follows:
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 2.6.4. Buyer agrees to cooperate, and agrees to cause Buyer's Accountants to cooperate, with Citizens and Seller's Accountants in connection with the preparation of the Closing Statement of Net Assets, and related information, and shall provide to Citizens and Seller's Accountants such books, records and information as may be reasonably requested from time to time, including the work papers of Buyer's Accountants. Citizens will give Buyer and its representatives access during the normal business hours of Citizens to the personnel, books and records of Citizens and the work papers of Seller's Accountants to assist Buyer in the review of the Closing Statement of Net Assets and related matters. Buyer agrees that, following the Closing through the date on which the Closing Statement of Net Assets is delivered, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Closing Statement of Net Assets is to be based that would make it impossible or impracticable to calculate the Acquired Assets in the manner and utilizing the methods required hereby. Without limiting the generality of the foregoing, no changes shal...
Post-Closing Adjustment to Purchase Price. (i) As promptly as practicable, but in no event later than the longer of (a) 90 days following the Closing Date or (b) ten (10) Business Days following completion and reconciliation of all physical inventories, Buyer shall prepare in good faith and deliver to Xxxxxx a statement (the “Closing Date Schedule”), setting forth in reasonable detail (x) Buyer’s calculation of, in each case as of the Adjustment Time, Closing Indebtedness, Closing Cash, Seller Transaction Expenses, and Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule and GAAP, provided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail), and (y) Buyer’s proposed calculation of the Final Adjusted Purchase Price. The Closing Date Schedule will (1) entirely disregard any and all purchase accounting effects on the assets or liabilities of the Sellers 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, Closing Indebtedness and Seller Transaction Expenses), (2) entirely disregard 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 Business or their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities and (3) be based on facts and circumstances as they exist prior to the Adjustment Time and shall entirely disregard any change in Legal Requirements or GAAP (or interpretation or enforcement thereof) or any other act, decision or event occurring on or after the Closing. Following the Closing, Buyer shall provide Xxxxxx and its Representatives timely reasonable access to the records, work papers and supporting documentation used by Buyer in the preparation of the Closing Date Schedule and shall cause the personnel of the Business to cooperate with the Sellers in connection with its review of the Closing Date Schedule. Within ninety (90) days of the Closing Date, the parties will conduct a physical review of all inventory of the Business as of the Closing Date in all locations at which inventory is located. Any discrepa...
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. 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.
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”).
Post-Closing Adjustment to Purchase Price. Section 2.05 of the Agreement is hereby amended and restated in its entirety to read as follows: “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 Cash Payment is less than One Hundred Ten Percent (110%) multiplied by the Book Equity Value, the Purchaser shall make a cash payment to the Seller equal to the difference between One Hundred Ten Percent (110%) multiplied by 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.
Post-Closing Adjustment to Purchase Price. The parties hereto agree as follows:
Post-Closing Adjustment to Purchase Price. (a) Not more than one-hundred twenty (120) days after the Closing Date, Buyer shall prepare and deliver to Seller Representative a statement (the “Closing Statement”) setting forth in reasonable detail Buyer’s calculation of (i) the actual amount of the Closing Working Capital, calculated using the same accounting principles, methodologies, policies and practices used in the example calculation of Net Working Capital as of the Balance Sheet Date set forth on Schedule 1C; (ii) the actual amount of the Assumed Indebtedness; (iii) the Purchase Price in accordance with Section 2.5 resulting from such actual amount of Closing Working Capital and Assumed Indebtedness; and (iv) the actual amount of the Closing Net Worth. The Closing Statement shall become Final and Binding on the Final Resolution Date.
