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 seventy-five (75) days after the Closing Date, Sellers shall deliver to Buyer a statement (the “Initial Post-Closing Purchase Price Adjustment Statement”), setting forth in reasonable detail Sellers’ calculation of the Purchase Price Adjustment. Sellers shall provide Buyer access to all relevant books and records and supporting documentation in connection with Sellers’ preparation of and shall consult with Buyer in preparing the Initial Post-Closing Purchase Price Adjustment Statement.
(b) The Initial Post-Closing Purchase Price Adjustment Statement shall be subject to Buyer’s review. In reviewing the Initial Post-Closing Purchase Price Adjustment Statement, Buyer and its agents and representatives (including, without limitation, accountants and attorneys) shall have the right to communicate with, and to review the work papers, schedules, memoranda and other documents which were prepared by or on behalf of, Sellers in their calculation of the Purchase Price Adjustment. Buyer and its agents and representatives (including, without limitation, accountants and attorneys) shall also have access to all relevant books and records reasonably required for Buyer to complete its review. The Parties shall have sixty (60) days following delivery of the Initial Post-Closing Purchase Price Adjustment Statement to agree as to its accuracy.
(c) To the extent the Parties are able to agree on all or a portion of the Purchase Price Adjustment set forth in the Initial Post-Closing Purchase Price Adjustment Statement, such agreed upon amount shall be referred to as the “Initial Post-Closing Estimated Purchase Price Adjustment Amount.” To the extent the Parties fail to fully agree on the Purchase Price Adjustment as set forth in the Initial Post-Closing Purchase Price Adjustment Statement, any disputes thereon shall be resolved pursuant to Section 1.10(d).
(i) If the Initial Post-Closing Estimated Purchase Price Adjustment Amount is less than the Closing Date Estimated Purchase Price Adjustment, Sellers shall pay Buyer an amount equal to such difference. Each Seller shall be obligated, severally and not jointly, to pay Buyer its pro rata portion of such amount, based upon the ratios set forth on Schedule 1.5.
(ii) If the Initial Post-Closing Estimated Purchase Price Adjustment Amount is greater than the Closing Date Estimated Purchase Price Adjustment, Buyer shall pa...
Post-Closing Adjustments to Purchase Price. (a) The parties agree that with respect to any adjustment to the Purchase Price pursuant to Section 1.2(a)(iii), the Seller and the Purchaser shall, for a period of one hundred and eighty (180) days after the Closing Date (the “License Cure Period”), work together and use their commercially reasonable best efforts to have any suspension lifted from or any revocation reversed with respect to any Pre-Closing Impaired License; provided, that all such efforts shall be at the sole cost and expense of the Seller. The parties further agree that the Purchaser shall pay to the Seller (by wire transfer of immediately available funds to an account designated in writing by the Seller to the Purchaser) two hundred and fifty thousand dollars ($250,000) for each Pre-Closing Impaired License which shall have any suspension lifted therefrom or revocation reversed thereon within the License Cure Period, which payment shall be made within five (5) business days following the Purchaser’s receipt of evidence reasonably satisfactory to it of the lifting of the relevant suspension or reversal of the relevant revocation regarding any such Pre-Closing Impaired License.
(b) In the event that the adjustment to the Purchase Price provided for in Section 1.2(a)(iv) is not available at the Closing, the Purchase Price shall be adjusted not later than fifteen (15) days after the Closing. The adjustment shall be paid by the party from whom the adjustment is due (by wire transfer of immediately available funds to an account designated in writing by the party to whom such payment is due) within five (5) business days following the date the Purchaser and the Seller shall have agreed to the amount of any such adjustment.
Post-Closing Adjustments to Purchase Price. (a) The Purchase Price has been agreed to by the Parties hereto based upon the representations by the Agencies and the Shareholders that the Tangible Net Worth of the Agencies as of the Closing Date (calculated in the same manner that the Tangible Net Worth was calculated in preparing the August 31, 2003 balance sheet of the Agencies) was at least negative Four Hundred Ninety-Four Thousand One Hundred Sixty-Four and 00/100 Dollars (-$494,164.00) (the "Minimum Tangible Net Worth").
(b) As promptly as practicable, but not later than ninety (90) days after the Closing Date, the Acquiror will cause to be prepared and delivered to the Agencies and the Shareholders combined balance sheets for the Agencies as of the Closing Date (collectively the "Closing Balance Sheet"), and a certificate based on such Closing Balance Sheet setting forth the Acquiror's calculation of the Tangible Net Worth of the Agencies. The Closing Balance Sheet shall fairly present the consolidated financial position of the Agencies at the close of business on the Closing Date, prepared on a modified cash basis in accordance with general industry standards, applied on basis consistent with those used in the preparation of the Most Recent Financial Statements (as defined below). The Closing Balance Sheet shall not include any premiums or other amounts payable or to be payable to the Agencies for insurance policies having an effective date after the Closing Date. The Closing Balance Sheet shall be deemed final upon the earliest of (i) the date on which Acquiror and the Shareholders jointly agree that such documents are final, (ii) the tenth (10th) day after delivery of such documents pursuant to this Section 2.4(b), if the Shareholders have not delivered a notice to Acquiror expressing disagreement with such calculations and setting forth their calculations of such amount(s), or (iii) the date on which all disputes relating to such statements and calculations between the parties are resolved in accordance with Section 2.4(c). If the Shareholders deliver a notice of disagreement pursuant to this Section 2.4(b), such notice shall specify those items or amounts as to which they disagree, and they shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Tangible Net Worth delivered pursuant to Section 2.4(b) (except to the extent resolution of the items or amounts to which the Shareholders or Acquiror express disagreement require...
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. Not Applicable.
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. 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) Net Asset Value Post-Closing Adjustment.
Post-Closing Adjustments to Purchase Price. (a) Calculation of Adjustments of Purchase Price
(1) Working Capital Adjustment
(A) if Adjustment Working Capital is greater than the sum of Working Capital plus $100,000, Buyer shall pay to ECA the amount by which Adjustment Working Capital exceeds Working Capital,
(B) if Adjustment Working Capital is less than Working Capital minus $100,000, ECA shall pay to Buyer the amount by which Working Capital exceeds Adjustment Working Capital,
Post-Closing Adjustments to Purchase Price. (a) Within 35 days following the Closing Date, the Purchaser shall deliver to the Seller a statement of the Seller’s Current Assets and the Assumed Liabilities prepared by the Purchaser as of the Closing Date (the “Closing Statement”). The Closing Statement shall be prepared in accordance with United States generally accepted accounting practices applied in a manner consistent with the November 30 Balance Sheet, a copy of which is attached hereto as Schedule 2.3(a) (the “November 30 Balance Sheet”). In order to allow meaningful review by the Seller of the Closing Statement, for the period from Closing and including 15 Business Days after delivery of the Closing Statement, the Purchaser shall provide the Seller with full and unhindered access during normal business hours to all financial, commercial, marketing and administrative books and records relating to the Business.
(b) In the event that the Seller disputes the presentation of any item or items contained in the Closing Statement, the Seller shall notify the Purchaser in writing (the “Dispute Notice”) of the amount, nature and basis of such dispute, within 15 Business Days after delivery of the Closing Statement. In the event of such a dispute, the Purchaser and the Seller shall first use their best efforts to resolve such dispute between themselves. If the Purchaser and the Seller are unable to resolve the dispute within 25 calendar days after delivery of the Closing Statement, the dispute shall be submitted to an office of KPMG located in a Mid-Atlantic state (the “Accountants”). The Accountants shall be required to resolve the dispute within 30 days after submission, and their determination shall be binding and conclusive upon the Parties. The fees and expenses of the Accountants in connection with the resolution of disputes hereunder shall be apportioned between the Seller and the Purchaser as part of the determination of the relevant dispute or controversy, in such manner as the Accountants shall deem equitable in light of the issues raised and the degree to which the Seller or the Purchaser shall have prevailed on each such issue, it being the parties’ intention that a prevailing party should not bear such costs.
(c) Immediately upon the expiration of the 15-day period for giving the Dispute Notice, if no Dispute Notice is given, or upon the resolution of disputes, if any, pursuant to Section 2.3(b), the Purchase Price shall be adjusted (as so adjusted, the “Final Purchase Price”) as follows:
(i)...
