Post-Closing Review. After the Closing, Seller shall review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow. On or prior to the ninetieth (90th) day after the Closing Date, Seller shall present Buyer with a statement of the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same (the “Final Adjustment Statement”). Buyer will give representatives of Seller reasonable access to its premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer to assist Seller and Seller’s representatives, at no cost to Seller, in the preparation of the Final Adjustment Statement. Seller will give representatives of Buyer reasonable access to its premises and to its books and records for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement and will cause appropriate personnel of Seller to assist Buyer and its representatives, at no cost to Buyer, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, thirty (30) days following the date the Final Adjustment Statement is received by Buyer, except to the extent that prior to the expiration of such thirty (30) day period Buyer delivers to Seller notice, as hereinafter required, of its disagreement with the contents of the Final Adjustment Statement. Such notice shall be in writing and set forth all of Buyer’s disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If Buyer has timely delivered such a notice of disagreement to Seller, then, upon written agreement between Buyer and Seller resolving all disagreements of Buyer set forth in such notice, the Final Adjustment Statement will become final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s righ...
Post-Closing Review. Within thirty (30) days after any Permitted Acquisition, Lender shall conduct (or a firm, consultant, advisor or other third party hired by the Lender), at Borrower’s cost, a post-closing audit and review, which post-closing review shall include (whether conducted after the Original Closing Date or after a Permitted Acquisition), without limitation, (i) a review of the books, records and accounting systems of Borrower, (ii) a review and final verification of all add-backs used in determining the final pro forma financial statements of Borrower, and (iii) a review of healthcare regulatory compliance matters (“Post-Closing Review”).
Post-Closing Review. The parties acknowledge and agree that Purchaser may not have originals of all Contract documentation and/or have completed its documentation review with respect to the Contracts identified on Schedule A as of the date of payment of the Purchase Price. Within thirty (30) days of Purchaser’s receipt of originals of the Contract documentation, Purchaser will review such documentation to determine whether such documentation complies with the form attached hereto as Exhibit C and whether such documentation is consistent with the representations and warranties made herein. If Purchaser determines any documentation is not in the form approved by Purchaser or that it is not consistent with the representations and warranties set forth in this Agreement, Seller shall, within three (3) business days after Purchaser’s demand, repurchase the affected Contract(s) for an amount equal to the Unrecovered Investment.
Post-Closing Review. All of the aforesaid prorations shall be ------------------- calculated as soon after the Closing Date as feasible, but in any event within ninety (90) days after the Closing Date (the "Post Closing Review"). The parties agree that, notwithstanding that the calculations or estimates on which the aforesaid prorations are based are determined during the Post Closing Review period, all such calculations shall be made as of 12:01 AM on the Proration Date. The parties shall cooperate in providing the information necessary to accomplish the Post Closing Review.
Post-Closing Review. 6.5.1 No later than ninety (90) days following the Closing Date, the Sanmina Parties shall procure that an independent Big Four Accounting Firm of its choosing (“Post Closing Review Firm”) prepares and delivers to the Investor a statement (the “Post Closing Review Report”), setting forth the Post Closing Review Firm’s calculation of Cash and Cash Equivalents, Indebtedness, Cash Balance, Working Capital and Working Capital Adjustment as on the Closing Date (the “Closing Calculations”). The Post Closing Review Report shall also set out the computation of the Investor Subscription Amount and/or the Investor Purchase Amount (if any) using the formula set out in Clause 2.3 above, on the basis of the Closing Calculations (the “Closing Computations”).
6.5.2 Unless the Investor delivers to Sanmina written notice (such notice being an “Initial Investor Objection Notice”) that it objects to the calculations in the Post Closing Review Report no later than thirty (30) days following delivery of the Post Closing Review Report, the Post Closing Review Report shall become final and binding. 6.5.3 In the event that the Investor delivers to Sanmina an Initial Investor Objection Notice, then during the sixty (60) day period following the delivery of such notice (the “Investor Review Period”), the Investor shall have the right to engage an independent Big Four Accounting Firm of its choosing (which for avoidance of doubt may not be the Post Closing Review Firm and which firm shall sign a nondisclosure agreement reasonably satisfactory to the Company) (“Investor Review Firm”) to review the Post Closing Review Firm’s calculations in the Post Closing Review Report (the “Closing Calculations Review”).
Post-Closing Review. Within 90 days following the Closing Date, the Company shall deliver to BBV and any other Investor Stockholder which is a "small business investment company" a certificate of the President of the Company stating that the proceeds from the sale of the Purchased Securities were used for the purposes specified in Section 2.3 hereof.
Post-Closing Review. Seller hereby agrees and covenants to cooperate fully, -------------------- at no expense to itself, with Buyer's review of Seller's financial information after Closing. The parties hereby acknowledge and agree that the purpose of this review is not to allow an adjustment of the Purchase Price by either party hereto and shall not be used for same. Notwithstanding the foregoing, in the event the review causes Buyer to discover a breach of any provision under this Agreement, Buyer shall be entitled to pursue all remedies available to it as a result of such breach.
Post-Closing Review. For a period of thirty (30) days following the Closing Date, the Investor shall have the right to have its accountants review the statement provided pursuant to Section 7.6(c) and any Contracts, transactions or arrangements with Related Parties existing after the Closing, and the Company and the Subsidiaries shall provide the Investor's accountants with access to all Company and Subsidiary books and records for the purposes of conducting such review.
Post-Closing Review. (a) Forthwith following the Closing Time, the Buyer shall, at its expense, prepare the calculation of the Closing Working Capital, the Closing Debt and the Closing Cash. The calculation of Closing Working Capital, Closing Debt and Closing Cash shall be prepared in accordance with GAAP, applied in a manner consistent with the Reference Statement.
(b) The Buyer shall:
(i) ensure that the Sellers’ Transaction Representative and its representatives are permitted to be present at any determination of Inventory amounts and any other similar procedures used in preparing the Closing Working Capital; and
(ii) deliver the calculation of Closing Working Capital, Closing Debt and Closing Cash to the Sellers’ Transaction Representative within ninety (90) days after the Closing Date.
Post-Closing Review. After the Closing, Buyer shall review the Adjusted Purchase Price Statement and determine the actual Net Cash Flow. On or prior to ninety (90) days after the Closing Date, Buyer shall present Seller with a statement of the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the Net Cash Flow shown therein (the “Final Adjusted Purchase Price Statement”). Seller will give representatives of Buyer reasonable access to its premises and to its books and records for purposes of preparing the Final Adjusted Purchase Price Statement and will cause appropriate personnel of Seller to assist Buyer and Buyer’s representatives, at no cost to Buyer, in the preparation of the Final Adjusted Purchase Price Statement. Buyer will give representatives of Seller reasonable access to its premises and to its books and records for purposes of reviewing the calculation of Net Cash Flow and will cause appropriate personnel of Buyer to assist Seller
