Post-Closing Adjustment to the Purchase Price. (a) Revised Closing Statement. On or before the date that is ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Closing Statement setting forth the Purchase Price adjustments and Seller’s calculation of such amount. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the revised Closing Statement. Seller shall provide to Buyer such data and information and access to Seller’s personnel as Buyer may reasonably request supporting the amounts reflected on the revised Closing Statement to permit Buyer to perform or cause to be performed an audit at Buyer’s expense. The revised Closing Statement shall become final and binding upon the Parties on the date (the “Final Settlement Date”) that is thirty (30) days following receipt thereof by Buyer unless Buyer gives written notice of its disagreement with the revised Closing Statement (“Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature, and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Closing Statement (as revised in accordance with paragraph (b) below) shall become final and binding on the Parties on, and the Final Settlement Date shall be, the earlier of (i) the date upon which Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date upon which the Arbitrator’s Closing Statement (as hereinafter defined) is issued by the Closing Statement Arbitrator (as hereinafter defined).
Post-Closing Adjustment to the Purchase Price. (a) If the Closing Date Purchase Price Adjustment Amount is less than zero (0), then Seller shall owe the absolute value of such amount so calculated to Purchaser, subject to Sections 1.4(b) and (c) below. If the Closing Date Purchase Price Adjustment Amount is greater than zero (0), then Purchaser shall owe such amount so calculated to Seller, subject to Sections 1.4(b) and (c) below.
(b) Upon final determination of the Closing Date Purchase Price Adjustment Amount, the party owing the Closing Date Purchase Price Adjustment Amount shall, within five (5) business days, pay to the other party in immediately available funds, the sum of (i) the Closing Date Purchase Price Adjustment Amount, plus (ii) daily interest accrued thereon at a rate of seven percent (7%) per annum from the Closing Date.
(c) Purchaser shall prepare or cause to be prepared the Closing Date Balance Sheet, with the expense to be borne by Purchaser. As promptly as possible after the Closing and in any event within seventy-five (75) days after the Closing Date, Purchaser shall deliver to Seller the Closing Date Balance Sheet and a statement detailing the calculation of the Closing Date Purchase Price Adjustment Amount. Purchaser agrees to cooperate with Seller to provide Seller and Seller's independent accountants with reasonable access to: (i) all information (including but not limited to the workpapers of Purchaser's independent accountants) used by Purchaser to prepare the Closing Date Balance Sheet and the calculation of the Closing Date Purchase Price Adjustment Amount; and (ii) as well as information arising subsequent to the Closing Date Balance Sheet that reasonably relates to the Closing Date Balance Sheet and the Closing Date Purchase Price Adjustment Amount. On or before the date that is seventy-five (75) days following the delivery of the Closing Date Balance Sheet and the calculation of the Closing Date Purchase Price Adjustment Amount by Purchaser to Seller, Seller may object to the Closing Date Balance Sheet and/or the calculation of the Closing Date Purchase Price Adjustment Amount by delivering a detailed written statement to Purchaser describing its objections. If Seller objects to the Closing Date Balance Sheet and/or the Closing Date Purchase Price Adjustment Amount as calculated by Purchaser, the parties shall attempt to resolve such dispute by negotiation. If the parties are unable to resolve such dispute within twenty (20) days of any objection by Seller, the parties ...
Post-Closing Adjustment to the Purchase Price. The amount finally determined in accordance with Section 2.3 for Net Working Capital (the “Actual Net Working Capital”), the amount finally determined in accordance with Section 2.3 for Cash (the “Actual Cash”), the amount finally determined in accordance with Section 2.3 for Company Expenses (the “Actual Company Expenses”), and the amount finally determined in accordance with Section 2.3 for Closing Indebtedness (the “Actual Indebtedness”) shall be used to calculate applicable post-Closing adjustments to the Cash Purchase Price in accordance with this Section 2.4.
Post-Closing Adjustment to the Purchase Price. (a) Estimate of Net Closing Equity Amount. The Company shall prepare and deliver to Purchaser at least three (3) Business Days prior to the Closing Date an estimated balance sheet of the Company as of 12:01 am of the first day of the month immediately preceding the month that includes the Closing Date (the “Preliminary Closing Balance Sheet”), in form and substance reasonably satisfactory to Purchaser, which shall be prepared in accordance with the Company Accounting Protocols and on a “closing of the books” basis, along with a calculation estimating the Net Closing Equity Amount as of the 12:01 am as of the first day of the month immediately preceding the month that includes the Closing Date (such amount, the “Preliminary Net Closing Equity Amount”), together with documentation, reasonably satisfactory to Purchaser, in support of the calculation of the amounts set forth in the Preliminary Closing Balance Sheet.
Post-Closing Adjustment to the Purchase Price. (a) No later than ninety (90) days following the Closing Date, Buyers shall prepare, have audited by an accounting firm (other than the Neutral Auditor) and deliver to Sellers the Final Balance Sheets and a written statement (such statement, as it may be adjusted pursuant to this Section 2.4, the “Final Closing Statement”) setting forth the Final Cash, the Final Change in Working Capital, the Final Outstanding Checks, and the calculation of such amounts for each of Xxxxxx Europe, Xxxxxx USA and CFI on a stand-alone basis. It is understood and agreed that the Final Closing Statement shall set forth the Final Change in Working Capital for each of Xxxxxx Europe, Xxxxxx USA and CFI on a stand-alone basis. The Final Closing Statement shall be used to determine the Final Purchase Price, by adjusting the Base Amount (without application of any adjustments to the Base Amount pursuant to Section 2.3) as follows:
(i) the Base Amount shall be increased on a dollar-for-dollar basis by the following:
(A) an amount equal to the Final Cash of Xxxxxx Europe, Xxxxxx USA and CFI; and
(B) an amount equal to the Final Change in Working Capital for each of Xxxxxx Europe, Xxxxxx USA and CFI if such amount is in aggregate more than the Base Working Capital for Xxxxxx Europe, Xxxxxx USA and CFI; provided, however, that no adjustment shall be made if the Final Change in Working Capital exceeds the Base Working Capital by an amount equal to or less than $500,000;
(ii) the Base Amount shall be decreased on a dollar-for-dollar basis by the following:
(A) an amount equal to the Final Change in Working Capital for each of Xxxxxx Europe, Xxxxxx USA and CFI if such amount is in aggregate less than the Base Working Capital for Xxxxxx Europe, Xxxxxx USA and CFI;
(B) an amount equal to the Final Outstanding Checks for each of Xxxxxx Europe, Xxxxxx USA and CFI; and
(C) an amount equal to the Closing Indebtedness.
(b) Within thirty (30) days following delivery of the Final Balance Sheets and the Final Closing Statement to Sellers, Sellers shall notify Buyers (i) that Sellers accept the Final Balance Sheets and the Final Closing Statement or (ii) that Sellers object (an “Objection Notice”) to an item or items reflected thereon. Such Objection Notice, if any, shall set forth Sellers’ objections to the Final Balance Sheets and the Final Closing Statement in reasonable detail. If Buyers and Sellers are unable to resolve the issues in dispute within thirty (30) days after delivery of the Objection...
Post-Closing Adjustment to the Purchase Price. As soon as practicable (but not more than five (5) Business Days) after the final determination of the Final Post-Closing Balance Sheet in accordance with Section 1.3(e):
(i) the Buyer shall pay or cause to be paid to the Seller, by wire transfer of immediately available funds to the account designated by the Seller in writing, the amount, if any, by which the Final Closing Adjustment Amount as reflected in the Final Post-Closing Balance Sheet is greater than the Estimated Closing Adjustment Amount (and such payment shall result in an immediate upward adjustment to the Purchase Price by such amount); or
(ii) the Seller shall pay or cause to be paid, by wire transfer of immediately available funds to an account designated by the Buyer in writing, the amount, if any, by which the Final Closing Adjustment Amount as reflected in the Final Post-Closing Balance Sheet is less than the Estimated Closing Adjustment Amount (and such payment shall result in an immediate downward adjustment to the Purchase Price by such amount).
Post-Closing Adjustment to the Purchase Price. The Purchase Price shall be subject to adjustment, if any, at and after the Closing Date as set forth below.
Post-Closing Adjustment to the Purchase Price. The Purchase Price will be adjusted upwards or downwards as follows:
(i) If the Final Working Capital (as finally determined pursuant to Section 1.06(b)) is less than the Estimated Working Capital, then the Purchase Price will be adjusted downward by the amount by which the Final Working Capital (as finally determined pursuant to Section 1.06(b)) is less than the Estimated Working Capital;
(ii) If the Final Working Capital (as finally determined pursuant to Section 1.06(b)) is greater than $9,250,000, then the Purchase Price will be adjusted upward by an amount equal to the sum of (A) the amount by which the Final Working Capital (as finally determined pursuant to Section 1.06(b)) exceeds $9,250,000, plus (B) the amount by which the Estimated Working Capital is less than $8,750,000;
(iii) If the Final Working Capital (as finally determined pursuant to Section 1.06(b)) is less than $9,250,000 but greater than $8,750,000, then the Purchase Price will be adjusted upward by the amount by which Estimated Working Capital is less than $8,750,000; or
(iv) If the Final Working Capital (as finally determined pursuant to Section 1.06(b)) is less than $8,750,000 but greater than the Estimated Working Capital, then the Purchase Price will be adjusted upward by the amount by which the Final Working Capital (as finally determined pursuant to Section 1.06(b)) exceeds the Estimated Working Capital.
Post-Closing Adjustment to the Purchase Price
