Post-Closing Adjustments for Initial Closing Payments Clause Samples

Post-Closing Adjustments for Initial Closing Payments. (a) The Estimated FFE Purchase Price and the Estimated TS Purchase Price will be subject to review and adjustment following the Initial Closing Date in accordance with this Section 3.02. (b) As soon as reasonably practicable, but not later than ninety (90) calendar days after the Initial Closing Date, the Company shall (i) prepare a statement of the calculation of the FFE Purchase Price payable on the Initial Closing Date and the TS Purchase Price, in each case, as of the close of business on the Initial Closing Date (the "Initial Closing Date Statement"), and (ii) deliver such Initial Closing Date Statement to Buyer. (c) In connection with the review of the Initial Closing Date Statement, the Company shall permit Buyer and its representatives reasonable access to books and records, personnel and facilities of the Company to aid in its review of the Initial Closing Date Statement; provided that such access shall be on prior written notice and during normal business hours and shall not unreasonably interfere with the normal business operations of the Company. Without limiting the foregoing, Buyer shall have the right to review the work papers of the Company and its representatives underlying or utilized in preparing the Initial Closing Date Statement, or any component thereof, to the extent reasonably necessary to verify the accuracy and fairness of the presentation of the Initial Closing Date Statement, or any component thereof, in conformity with this Agreement; provided that access to the work papers of any outside accountants shall require the execution of customary indemnity and confidentiality agreements by the Person seeking such access. (d) Within twenty (20) calendar days after its receipt of the Initial Closing Date Statement, Buyer shall either inform the Company in writing that the Initial Closing Date Statement is acceptable or object thereto in writing, setting forth a specific description of each of his objections. If Buyer notifies the Company of its objections to the Initial Closing Date Statement within such twenty (20) calendar-day period, the Company and Buyer shall, within twenty (20) calendar days following the receipt of such notice by the Company (the "PC Resolution Period"), attempt in good faith to resolve their differences with respect to the disputed items specified in the notice (the "PC Disputed Items"), and all other items (and all calculations relating thereto) in the Initial Closing Date Statement will be final, binding and ...