Post-Closing Date Adjustments Sample Clauses

Post-Closing Date Adjustments. Within ninety (90) days following the Closing Date, Tenant, Seller and Buyer will cooperate in preparing a final report setting forth the final determination of all the items included on the Closing Statements. In the event that, at any time within the said ninety (90) day period, either party discovers any items that should have been included on the Closing Statements but were omitted therefrom, such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statement. The foregoing limitation shall not apply to any item which, by its nature, cannot be finally determined within the time period specified (such as real property taxes); PROVIDED THAT, no further adjustments shall be made in any event after March 31, 2002. The terms and provisions of this SECTION 4.1 shall survive the Closing Date until March 31, 2002.
Sample 1
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Post-Closing Date Adjustments. Within sixty (60) days following the Closing Date, Purchaser and Seller will cooperate in preparing the Final Statement setting forth the final determination of all the items including the closing statements. In the event that, at any time, within the said sixty (60) day period, either party discovers any items that should have been included on the closing statements but were omitted therefrom, such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the closing statement. The foregoing limitation shall not apply to any item which, by its nature, cannot be finally determined within the time period specified (such as real property taxes); provided, that, no further adjustments shall be made in any event beyond twelve (12) months after the Closing Date. The terms and provisions of this Section 6.5 shall survive the Closing Date for a period of six (6) months after the Closing Date.
Sample 1
Post-Closing Date Adjustments. The Purchase Price shall be ----------------------------- subject to the following:
Sample 1
Post-Closing Date Adjustments. (i) As soon as reasonably practicable, but in no event later than ninety (90) days after the Closing Date, Buyer shall, in good faith, prepare, or cause to be prepared, and deliver to Seller a statement (the “Buyer Post-Closing Statement”) setting forth (x) a balance sheet of the Company (as finally determined pursuant to this Section 2.8, the “Closing Date Balance Sheet”), as of the open of business on the Closing Date, which shall be prepared using the accounting principles, procedures, policies and methods used in preparing the Company Balance Sheet (except with respect to Working Capital, which shall be prepared using the accounting principles, procedures, policies and methods used in preparing the Example Statement of Working Capital) and (y) a certificate setting forth the calculation of (A) Working Capital, (B) the Cash Amount, (C) the Debt Amount, and (D) the Company Transaction Expenses (such amounts being referred to herein as the “Proposed Amounts”) each as of the open of business on the Closing Date and based on the Closing Date Balance Sheet. In the event that Buyer fails to timely deliver the Buyer Post-Closing Statement in accordance with the foregoing, then, at the election of Seller in its sole discretion, either (i) the Adjustment Amount shall be deemed to equal zero or (ii) Seller shall retain a nationally recognized independent accounting firm reasonably acceptable to Buyer and Seller to provide an audit of the Company’s books, review the calculation of the Estimated Closing Date Balance Sheet and the Transaction Consideration Disbursement Schedule (as finally determined pursuant to Section 2.6) and make any adjustments necessary thereto consistent with the provisions of this Section 2.8(b)(i), the determination of such accounting firm being conclusive and binding on the parties hereto and the fees of such accounting firm being borne 50% by Seller and 50% by Buyer; provided, that each of the parties hereto reserves any and all other rights granted to it in this Agreement.
Sample 1
Post-Closing Date Adjustments. Seller guarantees that Purchaser will collect one hundred percent (100%) of Seller's accounts receivable (other than accounts receivable that are Excluded Assets), minus any applicable allowance for bad debts related to such accounts receivable (the "Accounts Receivable"), outstanding as of the Closing Date (the "Guarantee") all as reflected in the Closing Date Balance Sheet, within 120 calendar days after the Closing Date (the "Due Date"). Within five business days after the Due Date, Purchaser shall calculate the amount of Accounts Receivable that remain uncollected as of the Due Date (the "Accounts Receivable Shortfall"). Purchaser shall furnish such calculations to Seller along with the Closing Date Balance Sheet and an itemization that includes: (i) the amounts, by customer name, that remain uncollected as of the Due Date; and (ii) the amount of those Accounts Receivable re-billed to such customers but uncollected as of the Due Date. Purchaser shall make a reasonable good faith effort to collect the Accounts Receivable in a commercially reasonable and diligent manner. In the event the Guarantee is not satisfied in full by the Due Date, the Initial Purchase Price shall be adjusted in accordance with Section 1.10 below.
Sample 1
Post-Closing Date Adjustments. (i) As soon as reasonably practicable, but in no event later than ninety (90) days after the Closing Date, Parent and EHSI shall, in good faith, prepare, or cause to be prepared, and deliver to the Stakeholder Representative a statement (the “Parent Post-Closing Statement”) setting forth the calculation of (A) Closing Working Capital, (B) the Cash Amount, (C) the Debt Amount, and (D) the Company Transaction Expenses (such amounts being referred to herein as the “Proposed Amounts”).
Sample 1
Post-Closing Date Adjustments. The Sellers undertake that on the Closing the Company shall have Net Current Assets of at least 125,000,000 CZK (in words: one hundred and twenty five million Czech Crowns) (plus profits derived after October 1, 2008 added to the Net Current Assets in accordance with Section 1.6 in case the Closing occurs after October 1, 2008) on its balance sheet without taking into the account the Difference paid to the Company (as the case may be). No later than 45 days after the Closing Date the Purchaser shall cause the Company to prepare and submit to the Purchaser and the Sellers an audited draft balance sheet for the Company as of the Closing, whereas such draft balance sheet shall also include profit and loss statement of the Company for period from October 1, 2008 to the Closing Date (the "Closing Balance Sheet") evidencing the Net Current Assets situation as of the Closing. The draft Closing Balance Sheet shall be prepared in accordance with GAAP in force at the date of the Closing.
Sample 1
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Related to Post-Closing Date Adjustments

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • True-Up Adjustments From time to time, until the Retirement of the Recovery Bonds, the Servicer shall identify the need for True-Up Adjustments and shall take all reasonable action to obtain and implement such True-Up Adjustments, all in accordance with the following:

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Fee Adjustments The fixed fees and other fees expressed as stated dollar amounts in this Schedule C and in this Agreement are subject to annual increases, commencing on the one-year anniversary date of the date of this Agreement, in an amount equal to the percentage increase in consumer prices for services as measured by the United States Consumer Price Index entitled “All Services Less Rent of Shelter,” or a similar index should such index no longer be published, since such one-year anniversary or since the date of the last fee increase, as applicable. SCHEDULE D SPECIAL DISTRIBUTION SERVICES AND FEES Services Fees

  • Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days following the date of the Applicable Closing, Parent shall prepare and deliver to SunGard Data a statement (the “Post-Closing Statement”), certified by the chief financial officer of Parent and accompanied by reasonable supporting detail, setting forth the Closing Net Working Capital, the Company Transaction Fees and Expenses and the Merger Consideration, including, in each case, the calculation thereof in reasonable detail. The calculations set forth in the Post-Closing Statement shall be final and binding on all Parties unless SunGard Data gives Parent written notice of its objections thereto (an “Objection Notice”), with reasonable supporting detail as to each such objection (each, a “Post-Closing Calculation Objection”), within forty-five (45) days after receipt of the Post-Closing Statement (the “Objection Period”). In the event SunGard Data fails to give Parent an Objection Notice prior to the expiration of the Objection Period or otherwise earlier notifies Parent in writing that SunGard Data has no objections to the calculations set forth in the Post-Closing Statement, the Post-Closing Statement shall be deemed final and binding on all Parties hereto, and all payments to be made in accordance with Section 3.4(d) shall be derived therefrom. Any component of the calculations set forth in the Post-Closing Statement that is not the subject of a timely delivered Objection Notice by SunGard Data shall be final and binding on all Parties except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement. Throughout the period following the Closing Date until the components of the calculations set forth in the Post-Closing Statement are deemed final and binding pursuant to this Section 3.4, subject to Section 7.21, Parent shall permit SunGard Data and its Representatives reasonable access (with the right to make copies), during business hours upon reasonable advance notice, to the financial books and records of the Surviving Corporation and its Subsidiaries for the purposes of the review and objection right contemplated herein.

  • Additional Purchases; Adjustments Each Holder agrees that any shares of Parent Common Stock and any other shares of capital stock or other equity of Parent that such Holder purchases or otherwise acquires or with respect to which such Holder otherwise acquires voting power after the execution of this Agreement and prior to the Termination Date shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted the Shares as of the date of this Agreement, and each Holder shall promptly notify Parent of the existence of any such after-acquired Shares. In the event of any stock split, stock dividend, merger, reorganization, recapitalization, reclassification, combination, exchange of shares or the like of the capital stock of Parent affecting the Shares, the terms of this Agreement shall apply to the resulting securities.

  • Purchase Price Adjustments In case at any time and from time to time the Company shall issue any shares of Common Stock or Derivative Securities convertible or exercisable for shares of Common Stock (the number of shares so issued, or issuable upon conversion or exercise of such Derivative Securities, as applicable, being referred to as "Additional Shares of Common Stock") for consideration less than the then Market Price at the date of issuance of such shares of Common Stock or such Derivative Securities, in each such case the Conversion Price shall, concurrently with such issuance, be adjusted by multiplying the Conversion Price immediately prior to such event by a fraction: (i) the numerator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of such Additional Shares of Common Stock plus the number of shares of Common Stock that the aggregate consideration received by the Company for the total number of such Additional Shares of Common Stock so issued would purchase at the Market Price and (ii) the denominator of which shall be the number of shares of Common Stock outstanding immediately prior to the issuance of Additional Shares of Common Stock plus the number of such Additional Shares of Common Stock so issued or sold.

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Payment and Year-End Adjustment Amounts accrued pursuant to this Agreement shall be payable to the Adviser as of the last day of each month. If necessary, on or before the last day of the first month of each fiscal year, an adjustment payment shall be made by the appropriate party in order that the actual Fund Operating Expenses of a Fund for the prior fiscal year (including any reimbursement payments hereunder with respect to such fiscal year) do not exceed the Maximum Annual Operating Expense Limit.

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