Post-Closing Adjustment to the Purchase Price. (a) On or before the date that is sixty (60) days after the Closing Date, Seller shall prepare and deliver to Purchaser a revised Closing Statement setting forth the Purchase Price adjustments and the Adjusted Purchase Price. To the extent reasonably required by Seller, Purchaser shall assist in the preparation of the revised Closing Statement. Seller shall provide to Purchaser such data and information as Purchaser may reasonably request supporting the amounts reflected on the revised Closing Statement in order to permit Purchaser to perform or cause to be performed an audit of the revised Closing Statement at Purchaser'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 Purchaser unless Purchaser gives written notice of its disagreement ("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 Seller and Purchaser shall diligently work in good faith to reach agreement on a final Closing Statement. If the Parties fail to agree on the final Closing Statement within thirty (30) days after the date of the Notice of Disagreement, the matter may be submitted by either party to arbitration under Section 9.9. The Closing Statement 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 Purchaser agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date on which the arbitrators' final decision is issued under Section 9.9.
Post-Closing Adjustment to the Purchase Price. (a) Within sixty (60) days subsequent to the Closing Date, Buyer shall prepare in accordance with GAAP a consolidated balance sheet of the Business as of the close of business on the Closing Date (the "Closing Balance Sheet"). Upon completion of the Closing Balance Sheet, Buyer shall determine the post-closing cash adjustment (the "Cash Adjustment"), which Cash Adjustment shall be equal to the difference between the Working Capital of the Business as set forth on the Closing Balance Sheet and $1,850,000. If the Working Capital of the Business as set forth on the Closing Balance Sheet is less than $1,800,000, Sellers shall pay to Buyer an amount equal to the Cash Adjustment; provided, however, that up to the first $300,000 of such Cash Adjustment, if any, shall be paid to Buyer out of the escrow funds described in Section 2.2(a) hereof, with the remainder of the Cash Adjustment, if any, being paid to Buyer by Sellers. If the Working Capital of the Business as set forth on the Closing Balance Sheet is greater than $1,950,000, Buyer shall pay to Sellers an amount equal to the Cash Adjustment. Buyer shall promptly deliver to Sellers (i) a copy of the Closing Balance Sheet and (ii) a reasonably detailed calculation of the Cash Adjustment along with the basis for such calculations. If Sellers do not object to the amount of the Cash Adjustment within twenty (20) business days of receipt thereof, Sellers shall pay to Buyer, or Buyer shall pay to Sellers, as the case may be, no later than the fifth (5th) business day after the twentieth (20th) business day following receipt of the calculation of the Cash Adjustment an amount in cash equal to the Cash Adjustment, if any.
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:
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) Determination of Actual Company Revenues. ----------------------------------------
Post-Closing Adjustment to the Purchase Price. Following delivery of the Closing Date Balance Sheet in accordance with Section 2(l), the cash portion of the Purchase Price will be adjusted as follows:
Post-Closing Adjustment to the Purchase Price. (a) Not more than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Sellers (or its Representative) a statement (the "Closing Statement") setting forth in reasonable detail Buyer's calculation of (i) the actual amount of the Closing Seller Transaction Expenses (the "Proposed Closing Seller Transaction Expenses"), (ii) the actual amount of the Closing Working Capital (the "Proposed Closing Working Capital"), and (iii) the Cash Proceeds calculated using the Proposed Closing Seller Transaction Expenses and the Proposed Closing Working Capital. The Closing Statement shall become Final and Binding on the Parties on the Final Resolution Date.
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) 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.
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.
