Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 60 days thereafter, Buyer shall prepare and deliver to Seller a calculation of Net Working Capital as of the Closing, together with reasonably detailed supporting information (the “Closing Statement”).
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. (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.
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. (i) Within sixty (60) calendar days after the Closing Date, Buyer shall prepare in good faith and deliver to Seller a statement in the format of, consistent with and in accordance with this Agreement and the Accounting Principles and the example set forth in, Exhibit B (the “Closing Statement”), recalculating the Initial Purchase Price using and setting forth Buyer’s reasonably detailed proposed calculation of (A) the Net Working Capital as of the Measurement Time (“Closing Date Net Working Capital”), together with reasonably detailed supporting information, (B) the amount, if any, by which the Closing Date Net Working Capital exceeds the Target Net Working Capital (the “Closing Date Net Working Capital Excess”), (C) the amount, if any, by which the Target Net Working Capital exceeds the Closing Date Net Working Capital (the “Closing Date Net Working Capital Deficiency”), (D) the amount of Cash on Hand as of the Measurement Time (the “Closing Cash”), (E) the Seller Transaction Expenses, (F) the Company Indebtedness, (G) the resulting re-calculation of the Initial Purchase Price calculated in accordance with Section 2.2(a) (Purchase Price) using the foregoing amounts as inputs (such result, the “Final Purchase Price”), (H) based on such amounts, the amount, if any, by which the Final Purchase Price exceeds the Initial Purchase Price (the “Purchase Price Deficit”), and (I) based on such amounts, the amount, if any, by which the Initial Purchase Price exceeds the Final Purchase Price (the “Purchase Price Overpayment”); provided, however, that any Seller Transaction Expense or Company Indebtedness that has been taken into account in the calculation of Closing Cash shall not be double counted.
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”).
Post-Closing Purchase Price Reconciliation. (a) As soon as reasonably practicable following the Closing Date, and in any event within 90 days thereafter, Purchaser shall deliver to Seller a closing statement (the “Closing Statement”), setting forth Purchaser’s good faith calculation of the Aggregate Adjustment. Purchaser shall prepare the Closing Statement and the Aggregate Adjustment in accordance with the illustrative calculation included on Schedule 2.3 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, including Schedule 2.3, or as otherwise mutually agreed by the Parties in writing.
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 “
Post-Closing Purchase Price Reconciliation. (i) Within ninety (90) days of the Closing Date, Buyers’ Representative shall prepare in good faith and deliver to Sellers’ Representative a statement (the “Closing Statement”), setting forth a reasonably detailed proposed final calculation of the Inventory as of the Closing Date (the “Closing Date Inventory”), and the Closing Date Inventory Adjustment Amount, together with reasonably detailed supporting information. If the Closing Date Inventory is less than the Target Inventory, the amount equal to such difference is the “Closing Date Inventory Deficiency.” If the Closing Date Inventory is greater than the Target Inventory, the amount equal to such difference is the “Closing Date Inventory Excess.” The Closing Date Inventory Excess, if any, shall be capped at One Hundred Thousand Dollars ($100,000).
