Post-Closing Merger Consideration Adjustment. Following the Closing Date, the Merger Consideration will be adjusted, if at all, as set forth below:
Post-Closing Merger Consideration Adjustment. (a) Within ninety (90) days after the Closing Date, the Surviving Corporation shall prepare and deliver a statement (the “Initial Closing Statement”) to Sellers’ Representative setting forth (i) the Surviving Corporation’s determination of Cash as of the close of business on the Closing Date (the “Closing Date Cash”), (ii) all Indebtedness of the Company as of the close of business on the Closing Date (the “Closing Date Indebtedness”), (iii) Current Liabilities as of the close of business on the Closing Date (the “Closing Date Current Liabilities”), (iv) the Seller Transaction Expenses (the “Closing Date Seller Transaction Expenses”) and (v) the Surviving Corporation’s calculation of the Merger Consideration. The Initial Closing Statement (including the Closing Date Cash, Closing Date Indebtedness, Closing Date Current Liabilities and Closing Date Seller Transaction Expenses) shall be prepared and calculated in accordance with GAAP (and, to the extent not inconsistent with GAAP, the past practice of the Company) or as provided in the definitions of this Agreement. If the Surviving Corporation does not deliver the Initial Closing Statement to Sellers’ Representative within one hundred twenty (120) days following the Closing Date, then, at the election of Sellers’ Representative in its sole discretion, either (A) the Estimated Cash, Estimated Indebtedness, Estimated Current Liabilities and Estimated Seller Transaction Expenses shall be deemed the Actual Cash, Actual Indebtedness, Actual Current Liabilities and Actual Seller Transaction Expenses and shall be considered final for all purposes hereunder or (B) Sellers’ Representative shall retain (with the cost borne as set forth in Section 1.10(c)) the CPA Firm to review the calculations of Estimated Cash, Estimated Indebtedness, Estimated Current Liabilities and Estimated Seller Transaction Expenses and make any adjustments necessary thereto consistent with the provisions of this Section 1.10, and the determination of the CPA Firm shall be deemed agreed, final and binding on the parties.
Post-Closing Merger Consideration Adjustment. Following the Closing Date, the Merger Consideration will be adjusted, if at all, dollar-for-dollar as set forth below:
Post-Closing Merger Consideration Adjustment. The Merger Consideration shall be adjusted, upwards or downwards, as follows:
Post-Closing Merger Consideration Adjustment. (a) As soon as practicable, but in no event more than one hundred and twenty (120) days following the Closing Date, the Surviving Corporation shall prepare and deliver to the Stockholders’ Representative a statement (the “Initial Closing Statement”) setting forth (i) Parent and Surviving Corporation’s reasonable, good faith determination of the Working Capital as of the close of business on the Closing Date (the “Closing Date Working Capital”), (ii) Parent and Surviving Corporation’s reasonable, good faith determination of all Cash of the Company, as of the close of business on the Closing Date (the “Closing Date Cash”), (iii) Parent and Surviving Corporation’s reasonable, good faith determination of all Indebtedness of the Company, as of the close of business on the Closing Date (the “Closing Date Indebtedness”), (iv) an unaudited, consolidated balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”), (v) all Transaction Expenses (the “Closing Date Transaction Expenses”) and (vi) the Surviving Corporation’s reasonable, good faith calculation of the Merger Consideration in accordance with Section 1.9. The Initial Closing Statement (including the Closing Date Working Capital, the Closing Date Cash, the Closing Date Indebtedness, the Closing Balance Sheet and the Closing Date Transaction Expenses) shall be prepared and calculated reasonable and in good faith in accordance with GAAP (and, to the extent not inconsistent with GAAP, using the same accounting policies, principles, methodologies and preparations as the Audited Financials) or as otherwise expressly provided in the applicable definitions of this Agreement and Exhibits, without giving effect to the Contemplated Transactions (other than as relates to the calculation of Transaction Expenses).
Post-Closing Merger Consideration Adjustment. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 days thereof, Parent shall cause the Company to prepare and deliver to the Stockholder Representative (i) a consolidated balance sheet of the Company and its Subsidiaries as of immediately prior to the Closing (the “Final Closing Balance Sheet”) and audited by Ernst & Young LLP (“Parent’s Auditor”), together with the report of Parent’s Auditor, to the effect that Parent’s Auditor has conducted, in accordance with generally accepted auditing standards, an audit of the Final Closing Balance Sheet and that such firm believes that such audit provides a reasonable basis for such firm’s opinion thereon and that the Final Closing Balance Sheet presents fairly, in all material respects, the financial condition of the Company and its Subsidiaries on a consolidated basis as of the Closing Date and prepared in conformity with GAAP (except as noted in the final sentence of this Section 3.4(a)), and (ii) the calculation of the Closing Working Capital and the Assumed Indebtedness pursuant to the Final Closing Balance Sheet. The Final Closing Balance Sheet shall be prepared using the same accounting principles and practices and in the same format and using the same line item classifications, used by the Company in preparing the Preliminary Closing Balance Sheet; provided, however, that the Closing Working Capital shall be prepared in accordance with the Balance Sheet Rules.
Post-Closing Merger Consideration Adjustment. (a) Closing Date Balance Sheet and Closing Date Net Working Capital Calculation. Within 60 days following the Closing Date, Purchaser shall prepare and deliver to the Shareholder Representative a consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date (the “Closing Date Balance Sheet”) and a calculation of the Adjusted Consolidated Net Working Capital of the Company and its Subsidiaries as of the Closing Date (the “Closing Date Net Working Capital Calculation”). The Closing Date Balance Sheet shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”), applied on a basis consistent with the Reference Balance Sheet. Immediately following the Closing, Purchaser and the Shareholder Representative will conduct an inventory of the Company’s inventory for purposes of identifying the inventory of the Company and its Subsidiaries as of the Closing Date and the value of such inventory for purposes of preparing the Closing Date Balance Sheet and the Closing Date Net Working Capital Calculation. Purchaser and the Shareholder Representative will each designate one or more representative(s) to conduct such inventory. The Shareholder Representative and its accountants shall be entitled to review the Closing Date Balance Sheet and the Closing Date Net Working Capital Calculation, and any working papers, trial balances and similar materials relating to the Closing Date Balance Sheet and the Closing Date Net Working Capital Calculation prepared by Purchaser, the Company or their respective accountants. The Company shall also provide the Shareholder Representative and its accountants with timely access, during normal business hours, to Purchaser’s and the Company’s relevant employees and outside accountants, properties, books and records to the extent involved with or related to the preparation of the Closing Date Balance Sheet and the Closing Date Net Working Capital Calculation.
Post-Closing Merger Consideration Adjustment. (a) Promptly following the Closing Date (but in any event within ninety (90) days after the Closing Date), I RET, at its expense, shall cause to be prepared and delivered to the Shareholders a certification (the "Closing Certificate") prepared by the Auditor. The Closing Certificate shall include:
Post-Closing Merger Consideration Adjustment. (a) The Merger Consideration shall be adjusted on a dollar-for-dollar basis (the "Adjustment") to the extent that the Closing Net Worth (defined below) is less than $66.0 million. Ernst & Young LLP (the "Seller's Accountant") shall perform by June 15, 2000 a review of the balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet") in accordance with the AICPA Statement of Standards for Accounting and Review Services (SSARS) #1 and issue a report thereon. The Closing Balance Sheet shall be prepared by the Company in accordance with GAAP, consistent with past practices. Using the financial statements upon which the Seller's Accountant performed the SSARS #1 review, the Seller's Accountant shall also prepare a special procedures report in accordance with Statement of Auditing Standards #75 which shall set forth a calculation of "Closing Net Worth" in accordance with this Agreement. The Seller's Accountant shall deliver the Closing Net Worth calculation and such computation to both Buyer and the Holders' Representative, and promptly after its receipt of such computation, the Buyer shall give the Holders' Representative notice (the "Adjustment Notice") of any proposed Adjustment (the "Proposed Adjustment") unless the Buyer gives a Dispute Notice in accordance with Section 2.14(b). The Buyer shall also be entitled to access to all work papers and all other supporting accounting documents of the Seller's Accountant related to such determinations. In addition, the Buyer and Buyer's accountant, PricewaterhouseCoopers LLP, shall be entitled to ask questions, receive answers and request such other data and information from the Seller's Accountant as shall be reasonable under the circumstances. "
Post-Closing Merger Consideration Adjustment. (a) Within 60 days after the Closing Date, PetroQuest will prepare and deliver or cause to be prepared and delivered to the Members a balance sheet of the Company as of the close of business on December 31, 2004 audited by Ernst & Young LLP (the “Final Reference Balance Sheet”) and an unaudited proposed statement of Net Working Capital as of December 31, 2004 prepared therefrom (the “Statement”), in each case, without giving effect to the transactions described in this Agreement to be consummated at the Closing. The Final Reference Balance Sheet and the Statement (i) will reflect the financial position of the Company and the components and calculation of the Net Working Capital as of December 31, 2004, and (ii) will be prepared and determined as of December 31, 2004 and on a basis consistent with this Agreement and GAAP. The Net Working Capital as of December 31, 2004 determined in accordance with this Section 3.2 is referred to herein as the “Final Reference Working Capital Balance.”
