Post-Closing Payment. (a) As promptly as practicable, but no later than 60 days after the second anniversary of the Closing Date, Purchaser will cause to be prepared and delivered to Parent a certificate of Purchaser setting forth Purchaser’s calculation of the Post Closing Payment Amount. Within 15 days following the delivery of the certificate, Parent may request that the Accounting Firm audit the calculation of the Post Closing Payment Amount. The Accounting Firm shall deliver an audit report to Purchaser and Parent as promptly as practicable but in any event within 45 days of the request for the audit. The cost of such audit shall be borne equally by both Purchaser and Parent; provided, however, that if Parent disputes Purchaser’s calculation of the Post Closing Payment Amount and delivers a Post Closing Payment Objection Notice to Purchaser pursuant to Section 4.4(b), the cost associated with such audit shall be allocated as set forth in clauses (i) and (ii) of the last sentence of Section 4.4(c).
(b) Parent may dispute Purchaser’s calculation of the Post Closing Payment Amount by delivering a notice of its objection (the “Post Closing Payment Objection Notice”) to Purchaser within (i) 30 days following delivery of the certificate described above in Section 4.4(a) or (ii) if Parent requests an audit of the Post Closing Payment Xxxxxx, 00 days following the Accounting Firm’s delivery of the audit report to Purchaser and Parent. Any Post Closing Payment Objection Notice delivered pursuant to this Section shall specify in reasonable detail the nature and dollar amount of any disagreement.
(c) During the 15 days following delivery of a Post Closing Payment Objection Notice, the parties shall use good faith, commercially reasonable efforts to resolve in writing any differences they may have with respect to the matters specified in the Post Closing Payment Objection Notice. At the end of such 15-day period, the parties shall submit to the Accounting Firm for review and resolution of all matters that were included in the Post Closing Payment Objection Notice and remain unresolved notwithstanding efforts undertaken pursuant to this Section 4.4(c), and the Accounting Firm shall make a final determination as to whether the Post Closing Payment Amount requires adjustment. The Accounting Firm shall deliver its determination to Purchaser and Parent as promptly as practicable but in any event within 45 days. Such report shall be final and binding upon Parent and Purchaser, in the absenc...
Post-Closing Payment. (a) In the event that the Final Closing Payment as finally determined pursuant to subsections (b) and (c) of this Section 2.5 is greater than the Closing Payment, Buyer shall pay Seller an amount in cash equal to the difference within five (5) Business Days after the final determination thereof. In the event that the Final Closing Payment as finally determined pursuant to subsections (b) and (c) of this Section 2.5 is less than the Closing Payment, Seller shall, and Parent shall cause Seller to, pay Buyer an amount in cash equal to the difference within five (5) Business Days after the final determination thereof. Any payments required to be made by either party pursuant to this Section 2.5(a) shall (i) be made by wire transfer of immediately available funds and (ii) include interest on the amount required to be paid at the Applicable Rate, compounded annually on the basis of a year of 365 days, from (and including) the Closing Date to (but excluding) the date such payment is made.
(b) No later than one hundred twenty (120) days after the Closing Date, Buyer shall deliver to Parent a statement (the “Closing Statement”) consisting of (i) a balance sheet of the Company as of the Effective Time, prepared in accordance with the Specified Accounting Principles and taking into account the transactions contemplated by this Agreement that are to occur at or immediately prior to the Closing, (ii) a calculation (in reasonable detail) of the amount of the Adjusted Statutory Book Value, the Adjusted Statutory Book Value Target, each as of the Effective Time, Closing Indebtedness and Transaction Expenses each as of the Closing Date, derived from such balance sheet (provided that for purposes of such calculation, the Adjusted Statutory Book Value will reflect any payment of Closing Indebtedness or Transaction Expenses made by the Company between the Effective Time and the Closing) and (iii) the items of adjustment to the Base Price to arrive at the Closing Payment pursuant to Section 2.4(b) based on the Closing Statement as of the Effective Time (the amount based thereon, the “Final Closing Payment”). The Closing Statement shall be (i) in the same format as the Pro Forma Closing Statement; (ii) accompanied by work papers and other supporting documentation with respect to the calculation of the amounts set forth thereon; and (iii) accompanied by a written certificate of the chief financial or accounting officer of the Company certifying that the Closing Statement (x) was...
Post-Closing Payment. Payment to Shareholder of his portion of the Post-Closing Payment shall be made in the same manner as payments under the Additional Short-Term Note.
Post-Closing Payment. If the Adjustment Amount exceeds the Estimated Adjustment Amount, Parent shall, within 15 Business Days after the Closing Adjustment Statement becomes final and binding on the parties pursuant to Section 5.03, pay to WNR the amount by which the Adjustment Amount exceeds the Estimated Adjustment Amount. If the Adjustment Amount is less than the Estimated Adjustment Amount, Weyerhaeuser shall cause WNR to, within 15 Business Days after the Closing Adjustment Statement becomes final and binding on the parties pursuant to Section 5.03, pay to Parent the amount by which the Estimated Adjustment Amount exceeds the Adjustment Amount. Any payment made pursuant to this Section 5.04 shall be made by wire transfer in immediately available funds to one or more accounts designated in writing at least two Business Days prior to such payment by the party entitled to receive such payment, plus interest thereon at a rate of interest per annum equal to the rate of interest from time to time announced publicly by JPMorgan Chase Bank as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment.
Post-Closing Payment. If the Net Worth Adjustment is a positive amount, the Holdback Amount shall be paid to Seller (along with any interest accrued thereon) and Buyer shall pay the Net Worth Adjustment to Seller.
Post-Closing Payment. (a) No later than sixty (60) days following the Closing Date, Purchaser shall prepare and deliver to Seller Purchaser’s calculation of (i) the Initiative Funding Balance, (ii) Closing Cash, (iii) Closing Indebtedness, and (iv) any Seller Transaction Expenses that remain obligations of any of the Acquired Companies at such time (the “Final Statement”), including reasonable supporting detail for such amounts. The Final Statement shall be final, binding and conclusive on the parties upon the earlier of (i) Seller’s delivery of a written notice to Purchaser of its approval of the Final Statement, (ii) the failure of Seller to notify Purchaser in writing of a dispute with the Final Statement within thirty (30) days of the delivery of the Final Statement to Seller, (iii) the resolution of all disputes pursuant to Section 2.4(b) by Purchaser and Seller, or (iv) the resolution of all disputes pursuant to Section 2.4(b) by the Independent Accounting Firm.
(b) Seller may dispute any amounts reflected on the Final Statement by delivery of a written notice to Purchaser (the “Dispute Notice”) within 30 days of receipt of the Final Statement. If Seller delivers a Dispute Notice, Purchaser and Seller shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive. If Purchaser and Seller are unable to resolve any matters in dispute within thirty (30) days after the delivery of the Dispute Notice, Purchaser and Seller shall submit the disputed items to a mutually agreed independent accounting firm (which cannot be KPMG or Ernst & Young), (the “Independent Accounting Firm”) for resolution. The decision of the Independent Accounting Firm shall be final, binding and conclusive on Purchaser and Seller absent manifest error. The fees, costs and expenses of the Independent Accounting Firm shall be borne equally by Purchaser and Seller.
(c) Following the final determination of the Final Statement pursuant to Section 2.4(a) or Section 2.4(b), Purchaser and Seller shall compute the amount equal to (i) the Initiative Funding Balance plus (ii) Closing Cash, as finally determined, minus (iii) Closing Indebtedness, as finally determined, minus (iv) Closing Indebtedness as finally determined minus, without duplication (v) any Seller Transaction Expenses that any of the Acquired Companies have paid after the Closing Date or that any of the Acquired Companies remain obligated to pay as finally determined pl...
Post-Closing Payment. Promptly (but not later than five (5) Business Days) after the final and binding determination of the Closing Net Working Capital as set forth in Section 2.3(c)(iii):
(i) if Closing Net Working Capital is less than the Estimated Net Working Capital, then the Purchase Price shall be reduced by the amount by which the Closing Net Working Capital is less than the Estimated Net Working Capital and the Seller shall pay by wire transfer to an account designated by the Buyer such amount.
(ii) if Closing Net Working Capital is greater than the Estimated Net Working Capital, then the Purchase Price shall be increased by the amount by which the Closing Net Working Capital is greater than the Estimated Net Working Capital and the Buyer shall pay by wire transfer to an account designated by the Seller such amount.
Post-Closing Payment. Subject and pursuant to the following provisions of this Section 2.5, Purchaser shall pay up to an aggregate of $3,000,000 (the “Maximum Earn-Out Amount”) to the Selling Members as additional purchase consideration (the “Earn-Out Payments”).
Post-Closing Payment. (i) As promptly as practicable after the end of the calendar month in which the Deemed Closing Date occurs, Purchaser will post all entries and close Company's books as of the end of such month. Financial statements for Company as of the Deemed Closing Date will be prepared based upon the assumption that Company's profit and loss for the month in which the Deemed Closing Date occurs will be allocated between Purchaser and Stockholders based upon the number of days in the month that each owned or is deemed to have owned the Company Stock. Purchaser's first day of ownership of the Company Stock will be the Closing Date, unless the Closing does not occur by December 31, 1997, in which case Purchaser's first day of ownership will be deemed to be January 1, 1997. -----------------------
(1) Expressed as a percentage of the Stock Component.
(ii) As promptly as practicable following the preparation of Company's financial statements as of the Deemed Closing Date, and in no event later than the last day of the month next following the month in which the Deemed Closing Date occurs, Purchaser shall prepare and submit to Stockholders a schedule setting forth the Company Operating Profit for the period beginning on January 1, 1997 and ending on either (aa) the date preceding the Closing Date or (bb) if the Closing does not occur by December 31, 1997, then December 31, 1997 (the "Measurement Period"), the Distributable Cash generated during the Measurement Period and the Restricted Payments made by Company to Stockholders during the Measurement Period (the "Cash Report"). Representative of Stockholders shall have access to Company's books and records in order to verify the accuracy of the Cash Report. The parties shall endeavor to resolve any disagreements relating to the Cash Report by the end of the second calendar month following the month in which the Deemed Closing Date occurs. If all disagreements relating to the Cash Report cannot be resolved by the parties, all matters in dispute (collectively, the "Disputed Matter") shall be resolved by arbitration as set forth in Section 2.4(iii).
(iii) Any Disputed Matter shall be promptly submitted to and reviewed by Deloitte & Touche LLP, or other nationally recognized independent accounting firm mutually acceptable to Stockholders and Purchaser ("Arbitrator"). The Arbitrator shall consider only the Disputed Matter and shall act promptly to resolve in writing the Disputed Matter. The Arbitrator's decision with respect to th...
Post-Closing Payment. Pubco will use its best efforts to, after three (3) months following the Closing Date, make a cash payment of $20,000 to Xxxx Xxxxxxx.
