Post-Closing Adjustments to Purchase Price. (a) As promptly as practicable but in no event earlier than sixty (60) days after the Closing Date nor later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer a statement (the “Initial Post-Closing Purchase Price Adjustment Statement”), setting forth in reasonable detail Seller’s calculation of the Purchase Price Adjustment. Seller shall provide Buyer access to all relevant books and records and supporting documentation in connection with Seller’s preparation of, and shall consult with Buyer in preparing, the Initial Post-Closing Purchase Price Adjustment Statement.
Post-Closing Adjustments to Purchase Price. As soon as reasonably practicable, but within five (5) business days following the Closing Date, the Purchaser shall, based upon the general ledger and other books and records relating to the Branch, recalculate the amount of cash to be received or paid by the Purchaser as of the Closing Date using the Final Settlement Statement attached hereto as Exhibit 5.02 and incorporated herein by reference, and the amount of cash to be received or paid by the Purchaser shall be agreed upon by the Purchaser and Seller and shall be adjusted and paid, by the Seller or the Purchaser, as the case may be, as provided in such Exhibit 5.02 by wire transfer of immediately available funds.
Post-Closing Adjustments to Purchase Price. (a) On or before ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Statement setting forth the actual Purchase Price Adjustments. Each Party shall provide the other such data and information as may be reasonably requested to permit Seller to prepare such Statement or to permit Buyer to perform or cause to be performed an audit of such Statement. The revised Statement shall become final and binding upon the parties on the sixtieth (60th) day following receipt thereof by Buyer (the “Final Settlement Date”) unless Buyer gives written notice of its disagreement (a “Notice of Disagreement”) to Seller prior to such date. Any Notice of Disagreement shall specify in reasonable detail the dollar amount and the nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Parties shall resolve the dispute evidenced by the Notice of Disagreement by mutual agreement, or otherwise in accordance with Section 4.08.
Post-Closing Adjustments to Purchase Price. Not Applicable.
Post-Closing Adjustments to Purchase Price. (a) Buyer shall prepare, or cause to be prepared, and delivered to Seller no later than ninety (90) days after the Closing Date, (i) a statement of Net Working Capital and Net Debt, which statement (the “Closing Balance Sheet”) will be in the format set out in the Reference Date Balance Sheet, together with a worksheet setting forth in reasonable detail how the amounts reflected on the Closing Balance Sheet were calculated and showing the difference, if any, between (A) the Net Working Capital shown on the Closing Balance Sheet (Net Working Capital as finally determined in accordance with Section 2.07(b), the “Final Net Working Capital”) and the Estimated Net Working Capital and (B) the Net Debt shown on the Closing Balance Sheet (Net Debt as finally determined in accordance with Section 2.07(b), the “Final Net Debt”) and the Estimated Net Debt and (ii) a statement setting forth in reasonable detail Buyer’s calculations of Buyer 2016 Adjusted EBIT, and MHPS 2016 Adjusted EBITDA and the Share Adjustment Amount based on such calculations (the “Share Adjustment Calculation”). The Closing Balance Sheet shall be prepared using (i) the same policies and procedures (including asset valuation allowances) used in the preparation of the Reference Date Balance Sheet; and (ii) the Calculation Principles, without deviation except to reflect changes in facts or circumstances that occurred between the Reference Date Balance Sheet and the Closing Date Balance Sheet. The parties acknowledge that the sole purpose of the working capital adjustment provided in this Agreement is to ensure that the purchase price takes into account only the cash impact of the changes in working capital between the Reference Date and the Closing. Accordingly, the Parties agree that the Closing Balance Sheet shall not take into account any events occurring after the Closing. In addition, the Parties agree that any amount used for purposes of determining calculating Indebtedness, Net Working Capital, intercompany payables or any other similar adjustment or as a basis for any indemnification hereunder, shall be counted only once and may not be counted in more than one adjustment hereunder.
Post-Closing Adjustments to Purchase Price. To the extent the Parties determine following the Closing that the Purchase Price Adjustments set forth in the Closing Statement were incorrect, the Party owing monies shall make the appropriate payment or reimbursement to the other Party within five (5)
Post-Closing Adjustments to Purchase Price. (a) Calculation of Adjustments of Purchase Price
Post-Closing Adjustments to Purchase Price. The Purchase Price shall be subject to the following adjustments:
Post-Closing Adjustments to Purchase Price. The Purchase Price paid by SFC pursuant to Section 2.02 shall be subject to two post-Closing adjustments, the Archway Debt Adjustment and the Working Capital Adjustment both as defined below (collectively the "Adjustment Amounts", as further defined in this Section 2.04):
Post-Closing Adjustments to Purchase Price. (a) Net Asset Value Post-Closing Adjustment.
