Post-Closing Purchase Price True-Up. (a) As promptly as possible, but in any event within 60 days after the Closing Date, Purchaser will deliver to Seller, a written statement (the “Closing Statement”) setting forth the Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) of (i) the amount of the Closing Cash, (ii) the amount of the Closing Indebtedness and (iii) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, which calculations shall be made in accordance with GAAP, except as set forth on Schedule 3.4, applied on a basis consistent with the Most Recent Balance Sheet. The Closing Statement shall contain a recalculation, if any, of the Aggregate Purchase Price based on the foregoing amounts.
Post-Closing Purchase Price True-Up. (a) Within sixty (60) days after the Closing Date, the Parent shall prepare, at the Parent’s expense, and deliver to the Member Representative, a written statement (the “Final Cash Merger Consideration Calculation Statement”) setting forth the Parent’s calculation (the “Parent’s Proposed Calculations”) of the Cash Merger Consideration based upon the Parent’s calculation of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Closing Net Working Capital (and the Net Working Capital Adjustment calculated by reference thereto), and (iv) the Transaction Expenses.
Post-Closing Purchase Price True-Up. (a) No later than forty-five (45) days following the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement (the “Closing Statement”) consisting of (i) the Closing Date Loan Balance, (ii) a calculation of the amount of the Expense Overruns as of the Cut-Off Time, (iii) a calculation of the Unpaid Intercompany Receivables as of the Cut-off Time, provided such Unpaid Intercompany Receivables shall reflect, for the avoidance of doubt, the “Final Net Settlement” as calculated in accordance with Section 4 of the Termination and Release Agreement and any adjustment to the Estimated Unpaid Intercompany Receivables actually paid under such Section 4 of the Termination and Release Agreement), (iv) the Indemnification Escrow Amount, (v) a calculation of the Banker Fees; (vi) the amount of any adjustment to the Closing Purchase Price pursuant to this Section 2.04(a) and (vii) certificates of the chief financial officer of each Acquired Company, given solely in his or her capacity as the chief financial officer (and not in his or her individual capacity), that the Closing Statement has been prepared in accordance with this Section 2.04 and, with respect to the Expenses, SAP or GAAP, as applicable, consistently applied. The Closing Statement shall be prepared substantially in the form set forth in Schedule 2.04(a).
Post-Closing Purchase Price True-Up. (a) In the event that: (i) a Subject Transaction is consummated (A) at any time during the Protected Period or (B) after the Protected Period pursuant to a definitive agreement negotiated or executed prior to the expiration of the Protected Period; and (ii) the price per share of Common Stock paid in such Subject Transaction (as adjusted to reflect any stock splits, stock dividends or other similar events occurring prior to the consummation of such Subject Transaction, the “Adjusted Share Price”) is less than the Closing Share Price (as adjusted to reflect any stock splits, stock dividends or other similar events following the Closing Date), then, within five (5) Business Days of the consummation of such Subject Transaction (the “True-up Issuance Date”), the Issuer shall issue to the Buyer, and the Buyer shall acquire from the Issuer, a number of shares of Class B Common Stock equal to the True-Up Shares. Except in connection with an additional issuance or sale of Common Stock or Capital Stock Equivalents that would constitute part of the same Subject Transaction for which the True-up Shares are issued, upon issuance of the True-up Shares in accordance with this Section 2.03, no further adjustments shall be made in the event of any separate Subject Transactions consummated after the True-up Issuance Date.
Post-Closing Purchase Price True-Up. (a) On a date that is mutually agreed to by the parties and in no event, later than seven (7) Business Days following the Closing, representatives of Purchaser and the Seller Representative will jointly proceed with a physical stocktaking of the inventory (including raw materials, componentry, work in process and finished Products) of the Company and the Company Subsidiaries, consistent with GAAP and the Company’s historical procedures for the taking of a full year-end physical inventory count, including the Company’s inventory reserve policies. At the end of the physical count, on the same day if practicable and at the latest on the following Business Day, Purchaser and Seller Representative shall prepare and sign a certificate, stating in reasonable detail the quantities of each product or each product family and reflecting all shipments of finished Products made by, or shipments of raw materials inventories received by, the Company or any Company Subsidiary on and after the Closing Date. In the absence of manifest error, such certificate shall be binding upon the parties and shall be used for purposes of the Initial Purchase Price Calculation Statement.
Post-Closing Purchase Price True-Up. (a) Within ninety (90) days after the Closing Date, the Purchaser shall prepare and deliver to the Seller Representative a written statement (the “Final Purchase Price Calculation Statement”) setting forth the Purchaser’s calculation of the amount of (i) Closing Cash, (ii) Closing Indebtedness, (iii) Company Transaction Expenses and (iv) Closing Net Working Capital and the Net Working Capital Adjustment calculated in accordance with Schedule 1 hereto and based solely on the facts and circumstances of the Company and the Company Subsidiaries at or prior to Closing. The Final Purchase Price Calculation Statement shall contain a recalculation of the Aggregate Purchase Price based on the foregoing amounts of Closing Cash, Closing Indebtedness, Company Transaction Expenses and Closing Net Working Capital and the Net Working Capital Adjustment.
Post-Closing Purchase Price True-Up. (a) No later than ninety (90) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a statement (the “Closing Statement”) consisting of (i) an unaudited balance sheet of the Company, prepared in accordance with the Accounting Principles, as of immediately prior to the Closing (for the avoidance of doubt, after giving effect to the Pre-Closing Events) (the “Closing Date Balance Sheet”), (ii) a calculation of the amount of the Adjusted Net Worth as of immediately prior to the Closing, but after giving effect to the Pre-Closing Events, derived from the Closing Date Balance Sheet and (iii) a calculation of the Closing Purchase Price in accordance with the third sentence of Section 1.3. Items (i) through (iii) of the Closing Statement shall be prepared substantially in the form of the Estimated Closing Statement. The Closing Statement will be accompanied by reasonable information and detail to support the calculation of the amounts set forth thereon.
Post-Closing Purchase Price True-Up. (a) Within the later of (i) 60 days after the Closing Date and (ii) 10 days after receipt by the Company of its 2005 Audited Financial Statements, the Purchaser shall prepare, at the Purchaser’s expense, and deliver to the Seller Representative, a written statement (the “Final Purchase Price Calculation Statement”) setting forth the Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) of (a) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment, if any, (b) the amount of Excess Cash, (c) the amount of Closing Indebtedness, (d) the amount of the Closing Interest, (e) the unpaid amount of all Company Transaction Expenses, and (f) a recalculation of the Aggregate Purchase Price and the Seller Purchase Price based thereon, all of which calculations shall be made in accordance with GAAP applied on a basis consistent with the Reference Balance Sheet.
Post-Closing Purchase Price True-Up. (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare, at Purchaser’s expense, and deliver to the Member Representative, a written statement (the “Final Closing Payment Calculation Statement”) setting forth Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) of the amounts of (i) the Closing Indebtedness, (ii) the Cash on Hand, (iii) the Closing Net Working Capital (and the Net Working Capital Adjustment calculated by reference thereto), (iv) the Company Transaction Expenses and (v) the Change of Control Cash Payments. The Final Closing Payment Calculation Statement shall contain a recalculation of the Closing Payment Amount based on the foregoing amounts of Closing Indebtedness, Cash on Hand, the Net Working Capital Adjustment, the Company Transaction Expenses and the Change of Control Cash Payments.
Post-Closing Purchase Price True-Up. (a) Within 90 days after the Closing Date, the Purchaser shall prepare, at the Purchaser’s expense, and deliver to the Seller, a written statement (the “Final Purchase Price Calculation Statement”) setting forth the Purchaser’s calculations (the “Purchaser’s Proposed Calculations”) of (i) the amount of the Closing Net Working Capital and the Net Working Capital Adjustment calculated by reference thereto, (ii) the Closing Cash, (iii) the Closing Funded Indebtedness, (iv) the amount of the Medical Capital Expenditures, (v) the Company Transaction Expenses, (vi) the amount of the Warrant Payments, and (vii) the amount of the Phantom Stock Payments, and (b) the calculation of the Aggregate Purchase Price based thereon. The Final Purchase Price Calculation Statement shall contain a recalculation of the Aggregate Purchase Price based on the foregoing amount of the Net Working Capital Adjustment and the other items set forth in this Section 2.4(a).
