Post-Closing Statement. (a) After the Closing Date, Sellers and Purchasers shall cooperate with each other and provide each other with such access to their respective books, records, accountants, audit work papers and relevant employees as they may reasonably request in connection with the matters addressed in this Section 2.5; provided, however, that nothing contained in this Section 2.5 shall require Sellers, Purchasers or any of their respective Affiliates to disclose any attorney-client privileged information to the extent that disclosure thereof might result in the loss of attorney-client privilege. As promptly as practicable but no later than sixty (60) days after the Closing Date, Purchasers shall prepare and deliver to Sellers a statement (the “Initial Post-Closing Adjustment Statement”) of (i) the Closing Working Capital, (ii) the Closing Cash Amount, (iii) the Closing Date Indebtedness, (iv) the Closing Date Transaction Fees; and (v) the Adjustment Amount, setting forth Purchasers’ calculation of the Adjustment Amount as of the Closing together with reasonable supporting calculations and detail. The Initial Post-Closing Adjustment Statement shall be determined in accordance with the Accounting Methodology.
(b) If Sellers disagree in whole or in part with the Initial Post-Closing Adjustment Statement, Seller shall notify Purchasers in writing of such disagreement (the “Notice of Disagreement”) within thirty (30) days following Sellers’ receipt of the Initial Post-Closing Adjustment Statement (the “Review Period”), indicating the specific line items that are in dispute (the “Disputed Items”), describing the basis for such objection and providing Seller’s estimate of such Disputed Items; provided that Sellers and Purchasers shall be deemed to have agreed upon all items and amounts that are not Disputed Items, unless the resolution of a Disputed Item affects an undisputed item, in which case such undisputed item shall remain open and be considered a Disputed Item. If no Notice of Disagreement is received by Purchasers prior to the expiration of the Review Period, then the Initial Post-Closing Adjustment Statement shall be deemed to have been accepted by Sellers and shall become final and binding upon the Parties in accordance with Section 2.5(e).
(c) During the thirty (30) days (or such longer period as the Parties may mutually agree) immediately following the delivery of a Notice of Disagreement (the “Resolution Period”), Sellers and Purchasers shall seek in good faith to ...
Post-Closing Statement. Seller shall issue a post closing statement covering adjustments, without duplication, to the Base Purchase Price that are contemplated under this Agreement and were not included in the Closing Settlement Statement (the “Post Closing Statement”) within ninety (90) days after Closing. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post Closing Statement. If Buyer does not respond with objections and the support therefor to the Post Closing Statement in writing within thirty (30) days of the receipt of the Post Closing Statement, said Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 20.3. After approval by Seller and Buyer (or after final resolution of the same under Section 20.3), the net adjustment due pursuant to the Post Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent by the Buyer or Seller, as the case may be, to the owing Party. Buyer or Seller, as the case may be, agrees to promptly pay such invoice to the owed Party by wire transfer of immediately available funds within ten (10) days of such invoice.
Post-Closing Statement. As soon as available, but in no event later than 90 days after the Closing Date, IMFT shall prepare and deliver to Micron a written notice setting forth the MTV Net Book Value (the “Purchase Price”) and the Post-Closing Adjustment, if any, together with reasonably detailed supporting information (the “Post-Closing Statement”).
Post-Closing Statement. No later than the date that is 120 days after the Closing Date, Parent or its representatives shall prepare and deliver to the Shareholders’ Representative a written statement (the “Post-Closing Statement”), setting forth (A) an unaudited balance sheet as of the Closing Date, prepared in accordance with GAAP, (B) Parent’s calculation of (1) the Additional Liabilities, (2) the Closing Date Cash, (3) the Closing Date Indebtedness, (4) the Closing Date Transaction Expenses, and (5) the Excess Liabilities, and (C) Parent’s calculation of any necessary adjustment to the Closing Merger Consideration in accordance with Section 2.11(b)(iv), if any. Upon receipt of the Post-Closing Statement, the Shareholders’ Representative (and to the extent reasonably requested, its accountants) will be given reasonable access upon reasonable notice to the Acquired Companies’ relevant books, records, workpapers and personnel (subject to customary confidentiality agreements related to such access) during business hours for the limited purpose of verifying the Additional Liabilities, Excess Liabilities, the Closing Date Cash, the Closing Date Indebtedness and the Closing Date Transaction Expenses set forth in the Post-Closing Statement.
Post-Closing Statement. As promptly as practicable after the Closing Date, and in any event not later than ninety (90) days after the Closing Date, HFS shall deliver to Buyer a statement (the “Post-Closing Statement”) which shall set forth HFS’s good-faith calculation of the Closing Adjustment Amount in reasonable detail. The Sellers shall give Buyer and its authorized representatives access to such employees, officers, facilities and such books and records of the Sellers as are reasonably necessary to allow Buyer and its authorized representatives to verify the Post-Closing Statement.
Post-Closing Statement. As soon as reasonably practicable after the Closing Date (but not later than ninety (90) days thereafter), Purchaser will prepare and deliver to Seller a statement (the “Post-Closing Statement”) setting forth, as of the open of business on the Closing Date (assuming completion of the Reorganization Transactions), (i) the Net Working Capital (the “Closing Net Working Capital”), (ii) the amount of Cash and the amount of Adjusted Cash (such amount of Adjusted Cash, the “Closing Cash”), (iii) the amount of Debt (the “Closing Debt”) and (iv) the amount of Transaction Expenses (the “Closing Transaction Expenses”), along with reasonable supporting documentation with respect to the calculation of such amounts. The Post-Closing Statement shall be prepared in accordance with Table of Contents GAAP applied on a basis that is consistent with past practices and prior periods and the accounting principles, practices, procedures, policies and methods set forth on Exhibit C; provided, that in the event of any conflict between GAAP and the sample calculation set forth on Exhibit C, Exhibit C shall govern. In preparation of the Post-Closing Statement, Purchaser and its Representatives shall have the access afforded to them pursuant to Section 4.10(b).
Post-Closing Statement. Within one hundred (120) days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Stockholder Representative a statement (the “Post-Closing Statement”) setting forth its good faith calculation of the Closing Consideration (including all components thereof), accompanied by reasonably detailed back-up documentation for such calculations. Parent shall prepare the Post-Closing Statement in accordance with the Accounting Principles.
Post-Closing Statement. (a) Parent shall cause to be prepared and, as soon as practical, but in no event later than 95 days after the Closing Date, shall cause to be delivered to the Representative, a statement setting forth Parent’s good faith calculation of (i) Closing Working Capital (including each component item thereof as set forth on the Illustrative Working Capital Statement), (ii) Unpaid Transaction Expenses, (iii) Closing Cash, (iv) Closing Indebtedness and (v) Client Consent Adjustment Amount, together with Parent’s calculation of the Final Merger Consideration (the “Initial Calculation”), including such schedules and data with respect to the determination of each component thereof as may be appropriate to support such Initial Calculation. The Closing Working Capital shall be calculated and presented in the same manner as is prescribed for the calculation of the Estimated Working Capital in Section 2.05(e).
(b) Within 30 days after receipt by the Representative of the Initial Calculation, the Representative may deliver to Parent a written notice (the “Calculation Notice”) either (i) advising Parent that the Representative agrees with and accepts the Initial Calculation (in which case the Initial Calculation shall be deemed to be the final calculation of the Final Merger Consideration (the “Final Calculation”)) or (ii) setting forth an explanation in reasonable detail of those items in the Initial Calculation that the Representative disputes and of what the Representative believes is the correct calculation of each disputed item and the Final Calculation. The Representative and the accountants and other advisors engaged by the Representative shall be entitled to review the Company’s working papers, trial balances and similar materials for purposes of reviewing the Initial Calculation. Without limiting the generality of the foregoing, the Company shall provide the Representative and the accountants and other advisors engaged by the Representative with timely and reasonable access, during the Company’s normal business hours, to the Company’s personnel, properties, books and records, in each case for purposes of reviewing the Initial Calculation and at the Company’s sole expense. If the Representative does not submit a Calculation Notice within the 30-day period provided herein, then the Initial Calculation shall be deemed to be the Final Calculation and shall not be subject to further review, challenge or adjustment. Parent and its accountants shall be entitled to review ...
Post-Closing Statement. As promptly as reasonably possible and in any event within sixty (60) days after the Closing Date, Purchaser will prepare or cause to be prepared, and will provide to Seller, a written statement setting forth in reasonable detail its determination of the Working Capital as of as of 11:59 p.m. Eastern Time on the day immediately preceding the Closing Date (the “Working Capital Statement”). The Working Capital Statement shall set forth the calculations of such amounts in a manner consistent with the Closing Statement and shall be prepared in accordance with the Accounting Principles.
Post-Closing Statement. As soon as practicable after receiving the “Pro Forma” (as defined in the Primary P&A Agreement) statement provided to Seller by the Receiver under Section 8.1 of the Primary P&A Agreement, Seller shall deliver to Purchaser a post-closing statement, dated as of Bank Closing Date, reflecting (1) any needed changes to the Closing Statement based on changes reflected in the Pro Forma statement with respect to the Transferred Assets, the Assumed Liabilities or the Transferred Branches and (2) any Seller Transfer Costs paid by Seller prior to the date of the Post-Closing Statement and not taken into account in calculating the Purchase Price (the “Post-Closing Statement”).
