Post-Closing Purchase Price Adjustment (a) As promptly as practicable, but in no event later than ninety (90) days after the Closing Date, Buyer will deliver to Seller a Consolidated Balance Sheet of the Companies dated as of the Closing Date and immediately prior to the Dissolution (the "Closing Balance Sheet"), together with a calculation therefrom --------------------- of the Adjusted Net Working Capital, the Fixed Asset Value, and Buyer's determination of the Purchase Price, as adjusted pursuant to Section 3.2 (the "Adjusted Purchase Price") as of such date. If Seller disagrees with Buyer's ------------------------ determination of the Adjusted Purchase Price, Seller shall notify Buyer in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) within thirty (30) days after Buyer's delivery of its calculation of the Adjusted Purchase Price to Seller. Buyer and Seller thereafter shall negotiate in good faith to resolve any such disagreements. If there is an amount as to which Buyer and Seller are able to agree, such amounts shall be paid to the appropriate Party pursuant to Section 3.5(c) below. If Buyer and Seller are unable to resolve any disagreements about the remaining amounts within thirty (30) days after the delivery by Seller of its notice of disagreement to Buyer, Seller and Buyer shall submit the dispute to a "Big Five" public accounting firm (or any of their respective successors) (the "Auditor") for resolution; provided that if Buyer and Seller ------- are unable to agree upon an Auditor, the Auditor shall be a "Big Five" public accounting firm (or any of their respective successors) selected by lot (after Buyer, on the one hand, and Seller, on the other hand, each exclude one such accounting firm). The selection of the Auditor shall be conclusive, final, binding and nonappealable by the parties.
Post-Closing (a) Take all necessary actions to satisfy the items described on Schedule 7.12 (as may be updated pursuant to this Agreement) within the applicable period of time specified in such Schedule (or such longer period as the Administrative Agent may agree in its sole discretion).
Post-Closing Conditions On or before each of the dates specified in this Section 4.3, Borrower shall satisfy each of the items specified in the subsections below:
Post-Closing Payments (a) On the first anniversary of the Closing Date, Buyer will pay to Seller or, to the extent designated by Seller in writing and in accordance with Section 3.11, to the Members in accordance with their respective Pro Rata Percentages, the remaining 33.33% of the Closing Cash Consideration, as finally determined in accordance with Section 3.4 (the “Deferred Cash Payment”), via wire transfer to the Seller’s Bank Account or the Member Bank Accounts, as applicable.
Post-Closing Obligations Seller and Buyer agree to the following post-Closing obligations:
Post-Closing Covenant The Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.14 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.14 with respect to such action or such later date as the Administrative Agent may reasonably agree.