Post-Closing Purchase Price Determination. (a) After Closing, GTY shall prepare and, within ninety (90) days after Closing, GTY shall deliver to the OC Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth GTY’s determination of (i) Closing Date Cash and (ii) Closing Date Indebtedness (the “Purchase Price Adjustment Statement”).
Post-Closing Purchase Price Determination. (i) As soon as practicable, but in no event later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to TDY the following (collectively, the "Preliminary Adjustment Statement"):
Post-Closing Purchase Price Determination. (a) After Closing, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall deliver to the Contributors Representative, a statement setting forth Buyer’s determination of (i) Closing Date Working Capital, (ii) Closing Date Cash, (iii) Closing Date Debt and (iv) the Transaction Costs (the “Purchase Price Adjustment Statement”).
Post-Closing Purchase Price Determination. (i) As soon as practicable, but in no event later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to DuPont the following (collectively, the "Preliminary Adjustment Statement"):
Post-Closing Purchase Price Determination. (a) Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement setting forth Buyer’s good faith calculation of the Closing Date Net Working Capital, Closing Date Indebtedness and Transaction Expenses (the “Purchase Price Adjustment Statement”), together with supporting documentation and information evidencing the basis on which the Purchase Price Adjustment Statement was prepared.
Post-Closing Purchase Price Determination. (i) As soon as practicable, but in no event later than forty-five (45) days after the Closing Date, Seller shall deliver to Buyer (together with reasonable backup materials) a statement (the “Preliminary Net Working Capital Statement”), prepared by Seller in accordance with GAAP and in substantially the same format as the Estimated Statement, containing a reasonably detailed calculation by Seller of the Closing Net Working Capital.
Post-Closing Purchase Price Determination. (a) After Closing, GTY shall prepare and, within ninety (90) days after Closing, GTY shall deliver to the eCivis Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth GTY’s determination of (i) Closing Date Cash, and (ii) Closing Date Indebtedness (the “Purchase Price Adjustment Statement” and as finally determined in accordance with this Section 1.5, the “Final Purchase Price Adjustment Statement”). If GTY does not deliver a Purchase Price Adjustment Statement within such 90-day period, the Closing Date Statement shall be the Final Purchase Price Adjustment Statement.
Post-Closing Purchase Price Determination. (a) After Closing, GTY shall prepare and, within ninety (90) days after Closing, GTY shall deliver to the eCivis Holders’ Representative, a statement (together with reasonable supporting documentation) setting forth GTY’s determination of (i) Closing Date Cash, and (ii) Closing Date Indebtedness (the “Purchase Price Adjustment Statement”). If GTY does not deliver a Purchase Price Adjustment Statement within such 90-day period, the Closing Date Statement shall be the Final Purchase Price Adjustment Statement.
Post-Closing Purchase Price Determination. (a) After Closing, Buyer shall prepare and, within ninety (90) days after Closing, Buyer shall deliver to Seller, a statement, prepared in accordance with the Illustrative Purchase Price Adjustment Statement in Exhibit B, setting forth Buyer’s determination of (i) Closing Date Net Working Capital, calculated in the same manner as the Illustrative Closing Date Net Working Capital is calculated in Exhibit A, (ii) Closing Date Cash and (iii) Closing Date Indebtedness (the “Purchase Price Adjustment Statement”). For the purpose of preparing the Purchase Price Adjustment Statement, Buyer shall conduct a physical stock-take of the inventory included in Current Assets and located at the Companies’, their Subsidiaries’ and Schering-Plough Canada, Inc.’s material warehouses; Seller (or its representatives) shall participate in such stock-take. To the extent that the quantities included on the count sheets of such stock-take are jointly agreed by Buyer and Seller, such results shall be binding on the parties hereto for purposes of determining the Closing Date Net Working Capital set forth in the Purchase Price Adjustment Statement and the Final Purchase Price Adjustment Statement. To the extent that there are any disputes with respect to the results of the stock-take, such disputes shall be resolved in accordance the procedures set forth in this Section 2.9. For the avoidance of doubt, movements in items of physical inventory that are counted after Closing will need to be reconciled (rolled) back to 11:59 P.M. (Eastern time) on the date immediately prior to the Closing Date to demonstrate applicability for purposes of the Final Purchase Price Adjustment.
Post-Closing Purchase Price Determination. (a) Promptly after the Closing Date, and in any event not later than sixty (60) days following the Closing Date, Purchaser shall cause the Company to prepare and deliver to Sellers’ Representative a statement of the consolidated Working Capital of the Company and its Subsidiaries (the “Closing Date Working Capital”), a statement of the consolidated Cash of the Company and its Subsidiaries (the “Closing Date Cash”) and a statement of the Site Consolidation Capital Expenditures (the “Closing Date Capital Expenditures”), in each case as of the close of business on the day prior to the Closing Date, which shall quantify in reasonable detail the items constituting such Working Capital, Cash or, as the case may be, such Site Consolidation Capital Expenditures. The statements of Closing Date Working Capital, Closing Date Cash and Closing Date Capital Expenditures shall each be prepared in accordance with IAS and IFRS and in a manner consistent with the policies and principles used by the Company in connection with the preparation of the Balance Sheet. Upon delivery of such statements by the Company, Purchaser shall cause the Company to provide Sellers’ Representative and its representatives with reasonable access during business hours to the books and records of the Company in order to allow Sellers’ Representative and its representatives to verify the accuracy of the determination by Purchaser of the Closing Date Working Capital, the Closing Date Cash and the Closing Date Capital Expenditures.
