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.
(b) If the amount of the adjusted Purchase Price as set forth on the Final Statement exceeds the amount of the estimated adjusted Purchase Price paid at the Closing, then Buyer shall pay to Seller the amount by which the adjusted Purchase Price as set forth on the Final Statement exceeds the amount of the estimated adjusted Purchase Price paid at the Closing within five (5) business days after the Final Settlement Date, together with interest at the Interest Rate as accrued from the Closing Date until the date of payment. If the amount of the adjusted Purchase Price as set forth on the Final Statement is less than the amount of the estimated adjusted Purchase Price paid at the Closing, then Seller shall pay to Buyer the amount by which
Post-Closing Adjustments to Purchase Price. (a) At the Closing, the Sellers shall provide the Purchaser with a draft closing balance sheet (the “Draft Closing Balance Sheet”) of the Company prepared as of the Closing Date together with an estimate of Net Working Capital as of the Closing Date (the “Estimated Closing Net Working Capital”). The Draft Closing Balance Sheet shall be prepared in accordance with ASPE applied on a basis consistent with the preparation of the Annual Financial Statements.
(b) Within 90 days following the Closing Date (or such other date as is mutually agreed to by the Sellers’ Representative and the Purchaser in writing), the Purchaser shall prepare and deliver, or cause to be prepared and delivered, to the Sellers’ Representative a closing balance sheet (the “Closing Balance Sheet”) of the Company prepared as of the Closing Date. The Closing Balance Sheet shall be prepared in accordance with US GAAP applied on a basis consistent with the preparation of the Annual Financial Statements.
(c) The Purchaser shall provide sufficient access, upon every reasonable request, to the Sellers’ Representative and its representatives to all work papers of the Purchaser, accounting books and Records relating to the Company and the MediaMiser Business and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Closing Balance Sheet and the Sellers’ Representative and the Purchaser shall otherwise fully cooperate with each other in the preparation of the Closing Balance Sheet. The Sellers’ Representative and the Purchaser shall each bear the fees and expenses of their respective personnel and representatives in preparing or reviewing, as applicable, the Closing Balance Sheet.
(d) In preparing the Closing Balance Sheet it is understood that the Purchaser may, with notice to the Sellers’ Representative, choose to undertake certain specified procedures to verify the accuracy and completeness of the accounts of the Company and the Sellers’ Representative may choose to review or, to the extent practical, participate in this process, including: (i) an analysis of the Accounts Receivable and the sufficiency of the provisions for Doubtful Accounts; and (ii) an analysis of the invoices and claims received following the Closing Date to assess the adequacy of accounts payables and accruals made as at the Closing Date.
(e) The Closing Balance Sheet prepared and delivered as aforesaid shall be final and binding upon the Parties for all purposes ...
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. (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. 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. If Buyer becomes aware of any omissions or misrepresentations with respect to the financial documentation that was provided to Buyer during its due diligence of Seller, which omissions or misrepresentations caused Buyer to fail to include items of income or expense of Seller in its calculation of Seller's value, and such omissions or misrepresentations are discovered within 12 months after the Closing Date (the "Post-Closing Adjustment Period"), the Purchase Price shall be adjusted by multiplying 2.86 by the amount of each item of income or expense. If adjustments are made that result in a net increase in the Purchase Price, the amount of the adjustment shall be paid by Buyer into the escrow held pursuant to the Escrow Agreement. If the adjustment results in a net reduction of the Purchase Price, the Seller and the Shareholder shall pay the amount of the adjustment to the Buyer, first from amounts held in escrow pursuant to the Escrow Agreement and then directly by Seller and the Shareholder. The adjustment shall be paid within 90 days after the close of the Post-Closing Adjustment Period.
Post-Closing Adjustments to Purchase Price. In the event any Seller attends any official or unofficial meeting of or relating to the Company, including, but not limited to, any shareholders' meetings, after to the Closing Date, the aggregate Purchase Price shall be reduced by fifty percent (50%). In the event any Seller contacts any director, shareholder, officer, employee, manager, agent or representative of the Company or spouse or family member of any of the above (excluding their own family members and the persons listed on SCHEDULE 5) for any reason, after the Closing Date, the aggregate Purchase Price shall be reduced by ninety percent (90%); PROVIDED, HOWEVER, that in no event may any Seller discuss any matter concerning either the Company or the Shares with any such family member or person listed on SCHEDULE 5. Each adjustment to the Purchase Price shall be referred to as a "POST-CLOSING ADJUSTMENT." Buyers, in addition to seeking personal repayment from Sellers, jointly and severally, for violation of this provision, shall also be permitted to seek an injunction against Sellers to prevent Sellers from continuing to breach this provision.
