Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 120 days thereafter, SELLER will deliver to BUYER a closing statement (the “Closing Statement”) prepared using the same practices and methodologies used in the preparation of the financial statements of the Controlled Entities for the Estimated Net Working Capital, setting forth in reasonable detail the proposed final calculation of Final Net Working Capital as of the Effective Closing Date. SELLER shall provide BUYER access to the personnel, accountants, books and records used in the preparation of the Closing Statement.
(b) Within 30 days after BUYER’s receipt of the Closing Statement, BUYER shall notify SELLER in writing (the “Closing Statement Notice”) whether BUYER disagrees with the Closing Statement. If no such notice is received within such 30-day period, BUYER shall be deemed to have accepted the Closing Statement. Upon actual or deemed acceptance of the Closing Statement, the Purchase Price will be adjusted to take into account the Closing Statement and (i) if the Purchase Price is increased, BUYER shall pay SELLER the amount of such increase plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof and (ii) if the Purchase Price is decreased, SELLER shall pay to BUYER the amount of such decrease plus interest at the Interest Rate by wire transfer of immediately available funds within three Business Days thereof.
(c) If BUYER disagrees with the Closing Statement, BUYER’s Closing Statement Notice shall specify and quantify the values with which BUYER disagrees. For 30 days from SELLER’s receipt of BUYER’s notice of disagreement, the Parties will attempt to resolve said disagreement. Any dispute upon which the Parties cannot agree will be resolved by KPMG LLP (the “Accounting Firm”). The fees and expenses payable to the Accounting Firm will be borne by the Party that is further from the correct amount of Purchase Price than the other in the disagreement over such calculation. The Accounting Firm’s determination of the disputed items shall be final and binding upon BUYER and SELLER and the Parties hereby waive any and all rights to dispute such resolution in any manner, including in court, before an arbiter or appeal. The Accounting Firm shall only have the authority to determine the amounts of any items that are the subject of dispute as set forth in the Closing Statement Notice, and the Accounting Fi...
Post-Closing Purchase Price Reconciliation. Within sixty (60) days after the Closing Date, representatives of Purchaser shall prepare and deliver to Seller a proposed initial statement of reconciliation itemizing the following: (a) all costs, charges and expenses paid by one party with respect to the Facility (for operating costs, utilities, payroll, property taxes and the like which are for time periods occurring both before and after the Effective Time) that are properly allocable to the other party; (b) all Resident rents and service fees actually collected by either party with respect to the Facility, and (c) all other allocated and prorated amounts identified in Section 10.3 above (the “Initial Reconciliation”) and to whom such amounts should be properly allocated. The Initial Reconciliation shall include appropriate detail to identify the items being adjusted. A final reconciliation of all such expenses, costs, charges, service fees and rents shall be prepared by Purchaser and Seller within ninety (90) days after the Closing Date (the “Final Reconciliation”). Throughout the period leading up to the Initial Reconciliation and the Final Reconciliation, each party shall provide to the other party any information it may receive regarding the revenue and expense items described in clauses (a) and (b) of this Section 10.5 and all other allocated and prorated amounts identified in Section 10.3 above. The Final Reconciliation shall appropriately reflect the net amount owed to Purchaser or to Seller as a result of such reconciliation, but without any proration or adjustment made as a result of Inventory, supplies, or other consumables on hand at the Closing (none of which shall be subject to proration or adjustment). After approval of the Final Reconciliation by both parties, the party determined to owe cash as a result of such Final Reconciliation shall promptly pay such cash to the other party. Notwithstanding the foregoing: (y) in the event that after the approval of the Final Reconciliation any the TRS Entity receives any amount from any Third Party Payor Program relating to the provision of services during any period prior to the Effective Time, Purchaser shall cause such TRS Entity to pay such amount to Seller as provided in Sections 6.1 and 6.2; and (z) in the event that after the approval of the Final Reconciliation, Seller receives any amount from any Third Party Payor Program relating to the provision of services during any period after the Effective Time, Seller shall pay such amount to Purc...
Post-Closing Purchase Price Reconciliation. Within sixty (60) days after the Closing Date, representatives of Purchaser shall prepare and deliver to Seller a proposed initial statement of reconciliation itemizing the following: (i) all costs, charges and expenses paid by one party with respect to the Facilities that are properly allocable to the other party; and (ii) all resident rents and service fees actually collected by either party with respect to the Facilities (the "Initial Reconciliation") and to whom such fees should be property allocated. The Initial Reconciliation shall include appropriate detail to identify the items being adjusted. A final reconciliation of all expenses, costs, charges, service fees and resident rents shall be prepared by Purchaser and delivered to Seller within ninety (90) days after the Closing Date (the "Final Reconciliation"). Throughout the period leading up to the Initial Reconciliation and the Final Reconciliation, each party shall provide to the other party any information it may receive regarding the revenue and expense items described in subparagraphs (i) and (ii) of this Section. The Final Reconciliation shall appropriately reflect the net amount owed to Purchaser or to Seller as a result of such reconciliation. After approval by both parties of the Final Reconciliation, the party determined to owe cash as a result of such Final Reconciliation shall promptly pay such cash to the other party.
Post-Closing Purchase Price Reconciliation. Pursuant to Section 2.5 of the PSA, Sellers and Buyer acknowledge and agree that (a) the Adjustment Statement dated April 8, 2011 and delivered by Buyer to Sellers under cover of a letter of the same date shall constitute the Final Adjustment Statement, and (b) the net payment contemplated by Section 2.5(h) of the PSA, inclusive of interest as contemplated thereunder, shall be an amount equal to $11,000 owing from Buyer to Sellers (the “Final Reconciliation Payment”), which amount has been applied in the determination of the amount to be released to Buyer and Sellers from the Escrow Account (as defined below) as provided in Section 2(a) below.
Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 days thereafter, Seller shall deliver to Buyer a closing statement of the Company (the “Closing Statement”), prepared by Seller in good faith and in accordance with the illustrative calculation included on Schedule A using the same methodologies, practices, policies and judgments as were used in the preparation of the Financial Statements, except as otherwise provided in this Agreement, setting forth in reasonable detail the proposed final calculation of Effective Time Net Working Capital and the Effective Time Adjustment Amount.
(b) From and after the Closing Date, Buyer shall provide to Seller and its representatives access, during normal business hours and on reasonable advance notice, to the personnel, accountants, books and records of the Company and the Subsidiaries to the extent necessary with respect to the Closing Statement and the calculation of the Effective Time Net Working Capital and the Effective
Post-Closing Purchase Price Reconciliation. (a) Within ninety (90) days after the Closing, Seller shall, in good faith and in a manner consistent with the terms of this Agreement, prepare and deliver to Buyer a balance sheet
Post-Closing Purchase Price Reconciliation. (i) As soon as reasonably practicable following the Closing Date, but in no event more than ninety (90) days after the Closing Date, the Buyer shall prepare and deliver to the Beneficial Owner Representative a calculation (the “Closing Statement”), together with reasonably detailed supporting information, of: (A) the Base Purchase Price, minus (B) the Net Working Capital Deficiency, if any, minus (C) Closing Date Indebtedness Amount, minus (D) the Closing Date Unpaid Company Transaction Expenses, minus (E) the Holdback Amount, minus (F) the Beneficial Owner Representative Reserve Deposit (the “Final Closing Consideration”).
(ii) From and after the delivery of the Closing Statement, the Buyer shall provide the Beneficial Owner Representative and its Representatives reasonable access to the Business Books and Records and employees of the Buyer and its Affiliates and shall cause the employees of the Buyer and its Affiliates to cooperate in all reasonable respects with the Beneficial Owner Representative in connection with its review of such work papers and other documents and information relating to the calculations set forth on the Closing Statement as the Beneficial Owner Representative shall reasonably request and that are available to the Buyer and its Affiliates or their Representatives; provided, that, in no event shall the Buyer be required to provide or make available any documents or other information (A) covered by attorney-client privilege, the attorney work product doctrine or other similar protection (it being agreed that the Buyer shall be required to notify the Beneficial Owner Representative that it is withholding documents or information because of such privilege or protection and provide documents and information (or the contents thereof) to the extent practicable without waiving such privilege or protection), (B) prepared by the Buyer or its Representatives in connection with their diligence review of the Company, the Purchased Assets, the Assumed Liabilities and the Contemplated Transactions, including any financial analyses or valuations related thereto, or (C) related to any other business activities (other than the Business) of the Buyer or its Affiliates.
(iii) Within forty-five (45) days after the Beneficial Owner Representative’s receipt of the Closing Statement, the Beneficial Owner Representative shall notify the Buyer as to whether the Beneficial Owner Representative agrees or disagrees with the Closing Statement and, if the Benef...
Post-Closing Purchase Price Reconciliation. Within sixty (60) days after each Closing Date, Purchaser shall deliver to Seller a revised Closing Statement setting forth detailed calculations of the prorations for those items subject to closing adjustments as set forth in Section 10.3 (the "Purchaser's Closing Statement"). If Seller does not object to the calculations of the items subject to adjustment set forth in Purchaser's Closing Statement within twenty (20) days after receipt thereof, then the calculations set forth in Purchaser's Closing Statement shall be final and binding on the parties. If Seller objects to Purchaser's Closing Statement within twenty (20) days of the receipt thereof, then Seller and Purchaser shall appoint, and if they cannot agree, Purchaser and Seller's accountants shall appoint an independent accounting firm of certified public accountants (the "Reviewing Accountants") to review the calculations set forth on the Closing Statement. The Reviewing Accountants shall review the prorations subject to closing adjustments set forth on the original Closing Statement and compare them to the calculations of the prorations set forth on Purchaser's Closing Statement and shall either accept or reject such changes, item by item. The calculation of the prorations, as adjusted by the changes accepted by the Reviewing Accountants, shall be final and binding on the parties. On the later to occur of (i) one hundred and eighty (180) days after Closing or (ii) the expiration of any review or dispute resolution period, the parties shall pay any net amounts due to the other by
Post-Closing Purchase Price Reconciliation. (i) As soon as reasonably practicable following the Closing Date, and in any event within 30 days thereafter, Buyer shall prepare and deliver to Seller a calculation of Closing Net Working Capital as of the Closing Date (“Closing Net Working Capital”), together with reasonably detailed supporting information (the “Closing Statement”), provided, however, that notwithstanding the foregoing, if within such 30-day period Seller is providing accounting services under the Transition Services Agreement, and if requested in writing by Buyer, Seller shall prepare and deliver to Buyer the Closing Statement. For purposes of this Section, the Party that prepares and delivers the Closing Statement is called the “Delivering Party” and the Party that receives the Closing Statement is called the “Receiving Party.”
Post-Closing Purchase Price Reconciliation. (a) Prior to or on the date that is sixty days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement (the “Adjustment Statement”) that shall set forth Buyer’s good faith calculation, as of 12:01 a.m. Houston time on the Closing Date, of (i) Net Working Capital based on the Audited 2010 Financial Statements (updated to include information from January 1, 2011 through the Closing) and consistent with the methodology set forth on Schedule 1.1(c) (the “Closing Net Working Capital”) and (ii) the aggregate amount of the capital expenditures customarily capitalized under GAAP (but expressly excluding any capitalized interest or any capital expenditures for any Pad Gas delivered by BP North America, Inc. to the Facility in January 2011) that are permitted to be incurred pursuant to Section 6.1(a)(y)(v) and that have been incurred and paid (or otherwise recorded as a liability) by the Company during the period from and including January 1, 2011 until the Closing (the “Closing Capital Expenditures”). Buyer’s calculation of the Closing Net Working Capital and the Closing Capital Expenditures shall be determined in accordance with GAAP applied using the accounting principles, practices and methods that were used in the preparation of the Audited 2010 Financial Statements and, with respect to the Closing Net Working Capital, consistent with the methodology set forth on Schedule 1.1(c). In preparing the statements described in this
