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. Within ninety (90) days after the Closing Date, Invatec shall deliver to the Stockholders an unaudited combined balance sheet of the Company and the Company Subsidiaries, prepared as of the Closing Date (the "Post-Closing Financial Statements"). These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by the Stockholders unless a Stockholder furnishes written notice of his disagreement ("Notice of Disagreement") to Invatec 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 a Stockholder to Invatec in accordance with this PARAGRAPH 5, 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 Accounting Firm. 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 the Accounting Firm for review and resolution. In connection with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Accounting Firm. All proceedings conducted by the Accounting Firm shall be conducted at the offices of the Accounting Firm in Houston, Texas. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Accounting Firm. The cost of any proceeding (including the fees of the Accounting Firm but excluding the fees and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 shall be borne one-half by Invatec a...
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 one hundred twenty (120) calendar days after the Closing Date, the final unaudited balance sheets of the Hospitals as of the Closing Date (the "Final Balance Sheets"), which shall include a calculation of Net Working Capital as of the Closing Date, the Assumed Capital Lease Obligations and the Sick Pay Amount, shall be prepared by Seller and delivered to Purchaser. Purchaser, in connection with its review of the Final Balance Sheets, shall be permitted to review work papers of Seller or its accountants with respect to the preparation of the Final Balance Sheets and the books and records of Seller reasonably related thereto. The Interim Balance Sheets and the Final Balance Sheets 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. Within 15 days after all of the Inventory is received by the Purchaser at its Armstrong, Iowa, facilities (or within 30 days after closing with respect to inventory on consignment), Purchaser shall notify Seller of any discrepancy in the Inventory count, condition or valuation category (i.e. valued at cost, $0.00 value, or 50% of Cost as set forth below in this Section) of such Inventory actually received by Purchaser with the Inventory used for closing (Discrepancy Notice). Similarly, Seller may furnish to Buyer a Discrepancy Notice as to any such matters affecting the Inventory that Seller discovers when loading the Inventory for shipment. If the Discrepancy Notice shall indicate that the value of the Inventory is less than the portion of the Purchase Price attributable to Inventory paid at Closing, Seller shall refund to Purchaser the amount of such discrepancy set forth in the Discrepancy Notice within 5 days of receipt of same by Seller. If the Discrepancy Notice shall indicate that the value of the Inventory received is more than the portion of the Purchase Price attributable to Inventory paid at Closing, Buyer shall pay amount thereof to Seller within 5 days of the date of such Notice. Any item of Inventory for which there is a value shown in the “Extended Cost” column of Schedule 1.1(b) but no amount is shown in the “Contract Total” column has been agreed by the parties to be obsolete or otherwise unusable. Any item of inventory that is damaged, used, in excess of a three year supply or is otherwise unusable shall be included at a value of $0.00 except that “mini spreader” finished goods have been included on the Schedule at a value of 50% of cost. No item of Inventory that is valued at $0.00 on Schedule 1.1(b) shall be included in a Discrepancy Notice and there shall be no adjustment paid if the Inventory as to such item is not correct. In the case of Inventory that is damaged or rendered unusable due to damage occurring after Closing for which Seller is not responsible under the provisions of Section 6.3 of this Agreement, no adjustment to purchase price shall be made in respect thereto. In the event of a disagreement by Seller with respect to the Discrepancy Notice Seller may request binding arbitration under the rules of the American Arbitration Association. During such time as any such disagreement shall exist, Seller or Buyer, as the case may be, shall pay the amount of the discrepancy over to an escrow agent mutually agreeable to the parties...
Post-Closing Adjustment to Purchase Price. Within thirty (30) calendar days after the Closing Date, DaVita shall deliver to the Buyer a calculation as prepared by the Sellers of the amounts described in Sections 3.1(a)(ii), 3.1(a)(iii) and 3.1(a)(iv) as of the Closing Date (including the Final SWB Schedule) (“Sellers’ Purchase Price Calculation”). If the Buyer disputes any portion of Sellers’ Purchase Price Calculation, the Buyer shall notify DaVita in writing (which writing shall contain the Buyer’s determination of the amount of the disputed entry) within twenty (20) Business Days after the Buyer’s receipt of the Seller’s Purchase Price Calculation from DaVita. If the Buyer and DaVita cannot resolve such dispute within thirty (30) business days after the Buyer notifies Seller in writing of such dispute, then Deloitte & Touche, independent certified public accountants (the “Independent Auditor”), shall review the matter in dispute and, solely as to disputes Relating To accounting issues and acting as an expert and not as an arbitrator, shall promptly decide the proper amounts of such disputed items (which decision shall also include a final recalculation of the difference between the amounts described in Sections 3.1(a)(ii), 3.1(a)(iii) and 3.1(a)(iv) as of the Closing Date, and such amounts as set forth on Schedule 3.1(a)). In the event that all or a portion of the dispute at issue involves a legal issue or an interpretation of this Agreement, such legal or interpretative dispute shall first be subject to adjudication by a court or similar tribunal, with any necessary review by the Independent Auditor under this Section 3.3 occurring following the resolution of such legal dispute. Such decision of the Independent Auditor shall be conclusive and binding as between the Buyer and DaVita, and the costs of such review shall be borne by both DaVita and the Buyer in proportion to the relevant dollar amount each of DaVita’s and the Buyer’s determination has been modified. Within twenty-five (25) Business Days after the Buyer’s receipt of the Seller’s Purchase Price Calculation or, if disputed by the Buyer, within five (5) Business Days after the earlier of (a) the date the Buyer and DaVita finally resolve such dispute and recalculate the difference between the amounts described in Sections 3.1(a)(ii), 3.1(a)(iii) and 3.1(a)(iv) as of the Closing Date and such amounts as set forth on Schedule 3.1(a) accordingly, or (b) the date of receipt of a decision from the Independent Auditor (the “Post-Closing Adjus...
Post-Closing Adjustment to Purchase Price. (a) Within 45 days after the Closing, Buyer may, at its sole discretion, prepare and deliver to Sellers a statement (the "Closing Balance --------------- Sheet") of the Closing Net Worth of the Business, immediately prior to the ----- Closing Date, determined in accordance with GAAP and on a basis consistent with Sellers' past practices to the extent such past practices are in accordance with GAAP and this Agreement, together with a calculation of the Adjustment Amount. For purposes hereof, (i) "Closing Net Worth" with respect to the Business means -----------------
Post-Closing Adjustment to Purchase Price. (a) Imation shall prepare and deliver to TDK within ninety (90) days after the Closing Date a consolidated balance sheet (the “Closing Date Balance Sheet”) for the Business as of the close of business on the Closing Date, denominated in Japanese yen converted from other currencies using the average of the currency exchange rates reported by the WSJ, or, if not reported thereby, as reported by any other authoritative source, on each of the thirty (30) Trading Days preceding the Closing Date, prepared on a pro forma basis without giving effect to the transactions contemplated by this Agreement but after the elimination of any Excluded Assets and any Excluded Liabilities and otherwise in accordance with US GAAP applied on a basis consistent with the preparation of the TDK Financial Statements. The Closing Date Balance Sheet shall include a determination of the Closing Date Working Capital Amount.
