Post-Closing Determination Sample Clauses

Post-Closing Determination. (a) Within sixty (60) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail. (b) The Buyer will make available to the Seller and its auditors and representatives all records and work papers used in preparing the Post-Closing Statement and, upon reasonable prior notice, the Seller shall be entitled to discuss such records and work papers with the Buyer and those Persons responsible for the preparation thereof, provided, to the extent that any working papers or similar documents prepared by accountants of the Buyer are requested, the Seller shall execute and deliver any customary non-reliance letters as may be requested by such accountants prior to receiving such information. (c) Unless the Seller, within 30 day...

Post-Closing Determination. (a) Within ninety (90) days after the Closing Date, the Buyer shall prepare, or cause to be prepared, and deliver to the Sellers’ Representative a written statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies as of the Effective Time prepared in accordance with the Accounting Principles, a calculation of the Net Adjustment Amount, and a calculation of the following: (i) the Closing Company Transaction Expenses; (ii) the Closing Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital. (b) Promptly following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative, the Buyer shall provide the Sellers’ Representative and its representatives and former officers and directors of the Company with reasonable access to the relevant books and records, offices, other facilities and properties, representatives and employees of the Group Companies for the purpose of facilitating the Sellers’ Representative’s review of the Closing Statement. The Buyer shall continue providing such access throughout the thirty (30) day period following the Buyer’s delivery of the Closing Statement to the Sellers’ Representative (the “Review Period”) and throughout the Resolution Period, if any, and the period of the Accounting Expert’s review hereunder, if any. The Closing Statement shall become final and binding on the last day of the Review Period, unless prior to the end of the Review Period, the Sellers’ Representative delivers to the Buyer a written notice of disagreement (a “Notice of Disagreement”) specifying the nature and amount of any and all items in dispute as to the amounts set forth in the Closing Statement. The Sellers’ Representative shall be deemed to have agreed with all items and amounts in the Closing Statement not referenced in a Notice of Disagreement provided prior to the end of the Review Period unless the Sellers’ Representative obtains new information during the Review Period that indicates that the Closing Statement is incorrect. (c) During the thirty (30) day period following delivery of a Notice of Disagreement by the Sellers’ Representative to the Buyer (the “Resolution Period”), such parties in good faith shall seek to resolve in writing any differences that they may have with respect to the computation of the amounts as specified therein. Any disputed items resolved in writing between the Sellers’ Representative and the Buyer within the Resolution Period sh...

Post-Closing Determination. Within sixty (60) calendar days after the Closing Date, Buyer shall prepare and deliver to Seller a balance sheet for the Company as of the Effective Time (the “Closing Balance Sheet”), a computation of the Cash and Cash Equivalents and the Working Capital of the Company and the Company Subsidiaries based upon such Closing Balance Sheet in a manner consistent with (i) the definitions of Cash and Cash Equivalents and Working Capital set forth herein, and (ii) the methodologies, practices and assumptions used in preparing the Base Balance Sheet set forth on Schedule I, as applicable and (iii) GAAP (provided, that in the event of any conflict between GAAP and the methodologies, practices and assumptions used in preparing the Base Balance Sheet, the methodologies, practices and assumptions set forth on Schedule I shall govern and control) as well as a listing (including amounts) of the Company Fees and Expenses it determines were unpaid at the Effective Time. Buyer will make available to Seller all records and work papers used in preparing the Closing Balance Sheet, the computation of Cash and Cash Equivalents and Working Capital based upon such Closing Balance Sheet and its listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time. Seller may, within thirty (30) calendar days after receipt of the Closing Balance Sheet, deliver a notice (an “Objection Notice”) to Buyer setting forth in reasonable detail Seller’s calculation of the Cash and Cash Equivalents and Working Capital of the Company and the Company Subsidiaries as of the Effective Time and Seller’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time. If Seller does not deliver an Objection Notice within such thirty (30) calendar day period, then Buyer’s calculations of the Cash and Cash Equivalents and Working Capital based upon the Closing Balance Sheet shall be deemed to be the Actual Closing Cash and Cash Equivalents and the Actual Closing Working Capital (as defined below), Buyer’s listing (including amounts) of the Company Fees and Expenses unpaid at the Effective Time shall be deemed to be the Actual Unpaid Company Fees and Expenses (as defined below). If Seller delivers an Objection Notice to Buyer, then Buyer and Seller will use commercially reasonable efforts to resolve any disagreement as to the computation of the Cash and Cash Equivalents and Working Capital of the Company and the Company Subsidiaries as of the Effective T...

Post-Closing Determination. (a) Within 60 calendar days after the Closing Date, the Buyer shall deliver to the Seller a statement of the Net Working Capital (the “Closing Working Capital Statement”). During the preparation of the Closing Working Capital Statement by the Buyer and the period of any dispute with respect to the application of this Section 2.3, the Seller shall cooperate with the Buyer to the extent reasonably requested by the Buyer to prepare the Closing Working Capital Statement or to investigate the basis for any dispute. The Closing Working Capital Statement shall be examined by the Seller, and the Seller shall, not later than 30 calendar days after receipt of the Closing Working Capital Statement, render a report thereon (the “Closing Working Capital Report”). During the preparation of the Closing Working Capital Report and the period of any dispute with respect thereto, the Buyer shall provide the Seller with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents) and employees of the Subject Companies. The Closing Working Capital Report shall list those items, if any, from the Closing Working Capital Statement to which the Seller takes exception and explain the Seller’s proposed adjustment. If the Seller fails to deliver to the Buyer a Closing Working Capital Report within 30 calendar days following receipt of the Closing Working Capital Statement, the Seller shall be deemed to have accepted the Closing Working Capital Statement for the purposes of any adjustment to the Purchase Price under Section 2.4 and 2.6. If the Buyer does not give the Seller notice, within 30 calendar days following receipt of the

Post-Closing Determination. As soon as reasonably practical following the Closing Date, but in no event later than 120 days following the Closing Date, Purchaser shall deliver to Sellers (i) the Closing Date Schedule of Purchased Assets and Assumed Liabilities, prepared in accordance with the Transaction Accounting Principles, the Closing Date Mortgage Loan Schedule and the Closing Date Servicing Advance Schedule, and (ii) a statement (the “Purchase Price Adjustment Statement”) setting forth Purchaser’s calculation (prepared on an unaudited basis in accordance with the Transaction Accounting Principles and, with respect to principal balance, Book Value and other amounts to be determined by reference to the Books and Records, on a basis consistent with the Closing Date Schedule of Purchased Assets and Assumed Liabilities, the Closing Date Mortgage Loan Schedule and the Closing Date Servicing Advance Schedule) of the Purchase Price as of the Closing Date. Sellers shall provide Purchaser and its representatives full cooperation, including full access to books, records and employees in connection with the preparation of the Purchase Price Adjustment Statement.

Post-Closing Determination. (i) Within sixty (60) days after the Closing Date, Purchaser shall conduct a review of the Closing Working Capital and shall deliver to Agent a statement (the “Closing Statement”) setting forth Purchaser’s calculation of Closing Working Capital, Closing Indebtedness and Company Transaction Expenses. The Purchaser shall also make available the back-up calculations from which the Closing Statement was determined. Purchaser will prepare the Closing Working Capital on an accrual basis in accordance with GAAP using the same accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the preparation of the Company’s Financial Statements. Purchaser shall also make available to Agent all financial records, work papers, or other documentation as Agent may reasonably request in connection with its review of the Closing Statement. (ii) If Agent disagrees with the computation of the Closing Working Capital, Closing Indebtedness or Company Transaction Expenses as reflected on the Closing Statement, Agent may, within thirty (30) days after receipt of the Closing Statement deliver a notice (an “Objection Notice”) to Purchaser setting forth in reasonable detail the Agent’s objections. If an Objection Notice is not delivered to Purchaser within such thirty (30) day period, then the computation of the Closing Working Capital, Closing Indebtedness and Company Transaction Expenses as reflected on the Closing Statement 4 shall be conclusive and binding upon Purchaser and the Shareholders. If an Objection Notice is delivered to Purchaser within such thirty (30) day period, then Purchaser and Agent shall negotiate in good faith to resolve any disagreements as to the computation of the Closing Working Capital, Closing Indebtedness or Company Transaction Expenses, but if there is no final resolution with respect to any amounts remaining in dispute (the “Disputed Amounts”) within thirty (30) days after Purchaser has received the Objection Notice, Purchaser and Agent shall jointly retain a mutually acceptable and independent, accounting firm of regional or national standing (the “Accounting Firm”) to resolve any disagreements relating only to the Disputed Amounts and to determine the Final Working Capital Amount, Final Indebtedness Amount and/or the Final Transaction Expenses Amount (each as defined below). If Purchaser and Agent are unable to agree upon an Accounting Firm within ten ...

Post-Closing Determination. (i) To the extent that the Estimated Purchase Payment Amount shall have been more than the sum of the Total Adjusted Capital of the European Subsidiaries and Europe Assets Value, the amount of such difference (less any interim payments to Buyer pursuant to Section 1.2(c)(i)) shall be paid to Buyer by Escrow Agent in accordance with the terms of the Escrow Agreement within five business days after the determination of such amount. The balance of the Escrow Fund together with interest earned on all amounts distributed to Seller, if any, shall thereafter be paid to Seller. To the extent the amount of the Escrow Fund is insufficient to pay to Buyer the excess of the Estimated Purchase -6- Payment Amount over the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, Merisel shall pay to Buyer any shortfall within five business days of the determination of such amount by wire transfer. To the extent that the Estimated Purchase Payment Amount is less than the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, the total Escrow Payment plus a cash consideration equal to the amount of any remaining difference (less any interim payments to Europe, pursuant to Section 1.2(c)(i)) shall be paid by Buyer to Europe, within five business days after the determination of such amount, by wire transfer. Notwithstanding anything to the contrary in this Agreement, the terms of the Escrow Agreement shall govern all payments to Buyer or Europe from the Escrow Fund. (ii) To the extent that the amount of the shareholders equity of Latin America and Mexico as set forth on the Latin/Mexico Closing Balance Sheet, assuming all liabilities of Latin America and Mexico to Merisel or any of its other affiliates have been capitalized (the "Closing Equity Value"), is less than the sum of (x) the amount of adjusted shareholders equity of Latin America and Mexico as of June 30, 1996 which the parties hereby agree is $36,698,191 computed as shown on Schedule 1.2(a) plus (y) the net pretax earnings of Latin America and the net earnings of Mexico between July 1, 1996 and the Closing Date as reflected in the monthly financial statements of Latin America and Mexico plus any provision which would increase the reserve for inventory, receivables and/or other accruals in excess of normal provisions for inventory, receivables and/or other accruals, computed consistently with past practice, less (z) $1.5 million (the "Minimum Latin/Mexico Equity Val...

Post-Closing Determination. Within five Business Days following the RFS Closing Date, Purchaser shall deliver to Seller a written notice in reasonable detail of the Net Book Value of RFS as of the RFS Closing Date and within five Business Days following the RFCIL Closing Date, Purchaser shall deliver to Seller a written notice in reasonable detail of the Net Book Value of RFSC as of the RFCIL Closing Date (with respect to RFS, the “RFS Valuation” and, with respect to RFSC, the “RFSC Valuation”; each being a “Valuation” and, collectively, the “Valuations”).

Post-Closing Determination. (i) As soon as practicable following the Closing, the Seller shall engage an internationally reputable accounting firm chosen by it in its sole and absolute discretion (the “Accounting Firm”) to prepare and deliver to the Seller, promptly but in any event within ninety (90) days after the Closing Date: (A) an audited consolidated balance sheet of the Seller and its Subsidiaries as of immediately following the Closing, including the notes thereto, along with the audit report thereon of the Accounting Firm (collectively, the “Closing Date Balance Sheet”); and (B) a written statement (the “Calculation Statement”) setting forth the Accounting Firm’s calculation of the Intercompany Payables Cancellation Amount, in accordance with the terms of this Agreement and, to the extent relevant, the line items in the Closing Date Balance Sheet. (ii) The calculation of the Intercompany Payables Cancellation Amount as set forth in the Calculation Statement shall be conclusive and binding upon each of the Parties. The Intercompany Payables Cancellation Amount shall be calculated in U.S. dollars, applying, to the extent necessary, the Applicable Exchange Rate(s).

Post-Closing Determination. Within 90 days after the Closing Date, the Company and its auditors will conduct a review (the "Closing Review") of the Cash Amount, the Indebtedness Amount, the Net Working Capital Amount and the Capital Expenditures Amount and will prepare and deliver to the Existing Stockholder a computation of such amounts (the "Draft Computations"). The Company and its auditors will make available to the Existing Stockholder and its auditors all records and work papers used in preparing the Draft Computations. If the Existing Stockholder disagrees with the computation of the Cash Amount, the Indebtedness Amount, the Net Working Capital Amount or the Capital Expenditures Amount reflected in the Draft Computations, the Existing Stockholder may, within 30 days after receipt of the Draft Computations, deliver a notice (an "Objection Notice") to the Company setting forth the Existing Stockholder's calculation of the Cash Amount, the Indebtedness Amount, the Net Working Capital Amount and the Capital Expenditures Amount. The Company and the Existing Stockholder will use reasonable best efforts to resolve any disagreements as to the computation of the Cash Amount, the Indebtedness Amount,