Post-Closing True-Ups Clause Samples

Post-Closing True-Ups. (a) Within 15 days after the Closing Date, the GPF Parties shall prepare, or cause to be prepared, and delivered to the Company and CGL a consolidated balance sheet of the GPF Parties immediately prior to Closing (the “GPF Closing Balance Sheet”). In connection with the preparation of the GPF Closing Balance Sheet, the GPF Parties shall calculate the value of the GPF Net Working Capital immediately prior to Closing (the “GPF Net Working Capital Calculation”). (b) Within 10 days after the date upon which the GPF Closing Balance Sheet and GPF Net Working Capital Calculation are delivered to the Company and CGL, or, in the alternative, within 20 days after the final resolution of any dispute of the GPF Net Working Capital Calculation, the GPF Parties shall pay to the Company the amount, if any, by which the GPF Net Working Capital is less than the GPF Net Working Capital Target (the “GPF Post-Closing Payment”) by wire transfer of immediately available funds pursuant to wire transfer instructions provided to the GPF Parties by the Company in writing. (c) CGL may dispute the GPF Net Working Capital Calculation in the manner provided for in this subsection (f). Within 10 days after CGL’s receipt of the GPF Closing Balance Sheet, CGL shall give the GPF Parties notice of its disagreement with the GPF Net Working Capital Calculation (the “GPF Net Working Capital Dispute Notice”), and such notice shall specify in detail the nature of the disagreement. During the 20 days after the day on which any GPF Net Working Capital Dispute Notice is given, the GPF Parties and CGL shall attempt to resolve such dispute. If they fail to reach a written agreement regarding the dispute, CGL shall refer the matter to a firm of certified independent accountants that is approved by GPF (the “Independent Firm”), and request the Independent Firm to also determine the GPF Net Working Capital (the “Independent GPF Net Working Capital Valuation”). CGL and GPF shall be entitled to have their respective independent accountants or other representatives observe the Independent Firm’s methods of calculation and other activities in determining the Independent GPF Net Working Capital Valuation. In no event shall the GPF Net Working Capital, as calculated by the Independent Firm, be more than the GPF Parties’ calculation of the GPF Net Working Capital, nor less than the GPF Net Working Capital as calculated by CGL. CGL shall give the GPF Parties prompt notice of the results of the Independent GPF N...
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Post-Closing True-Ups. Federated and Seller shall (and the Owner Parties shall cause Seller to) cooperate and work together after the Closing until the First Anniversary Date to apportion the pre-Closing and post-Closing economic benefits and economic burdens and expenses of owning and operating the Acquired Assets, conducting the Business and providing services to, and, as applicable, sponsoring, the Products and Transferred Products (as applicable). Specifically, Federated, Seller and the Owner Parties agree: (a) To the extent that Federated (or any Affiliate of Federated) receives any amount (or the economic benefit of any amount) on or prior to the First Anniversary Date in respect of an Acquired Asset or the Business that relates to Seller’s ownership or operation of the Acquired Assets, conducting of the Business or provision of services to, and, as applicable, sponsoring of, the Products on or prior to the Closing Date, Federated shall remit such amounts (or the value of the economic benefit of any such amount) actually received to Seller in accordance with this Section 2.6. If Federated (or any Affiliate of Federated) receives any such amount (or the economic benefit of such amount) on or prior to the First Anniversary Date, Federated also shall promptly notify Seller in writing of such receipt by Federated (or any Affiliate of Federated) and the amount of any Collection Costs paid or incurred by Federated (or any Affiliate of Federated) in connection with the receipt of any such amount (or the economic benefit of any such amount). Federated may offset against any such amount (or the value of the economic benefit of any such amount) that Federated has agreed to remit to Seller: (i) Any reasonable costs, expenses or other Liabilities paid or incurred (other than overhead and other internal costs) in connection with the receipt of any such amount (or the economic benefit of any such amount) (collectively, “Collection Costs”) by Federated and its Affiliates; (ii) Any amounts (or the value of any economic benefit) that Seller is required to remit to Federated under Section 2.6(b) below (to the extent that Seller has not remitted the same to Federated); and (iii) Any amounts (or the value of any economic burden) for which Seller is responsible under Section 2.6(c) below. The Parties agree that nothing in this Section 2.6 is intended, or shall be construed, (A) as a guarantee that any amounts (or the economic benefit of any amounts) shall be received, or (B) to require Federat...
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Post-Closing True-Ups. On the date that is seven (7) days after the date hereof, Buyer shall provide to Lender a reasonably detailed accounting of any cash or cash equivalents received by Buyer from Debtor that was in Debtor accounts as of the Effective Time (the "Buyer Received Cash") and Buyer shall pay, in immediately available funds to an account specified by Lender, to Lender the amount of any such Buyer Received Cash. On the date that is 30 days after the date hereof Buyer shall: (a) provide to Lender a reasonably detailed accounting of the actual dollar amount of equipment that was paid for at Closing for use in Future Installations (the "Actual Equipment Spend") and (b) pay to Lender, in immediately available funds to an account specified by Lender, the amount by which the Actual Equipment Spend exceeds the Estimated EquipmentSpend, if any. If the Estimated Equipment Spend exceeds the Actual Equipment Spend, Lender shall pay to Buyer, in immediately available funds to an account specified by Buyer, the amount of such excess, unless Lender has a good faith dispute as to such amount, in which case the parties shall mutually resolve such dispute within 30 days.
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Post-Closing True-Ups. Within three Business Days following the six-month and one-year anniversary of the Closing Date, Buyer shall calculate the Actual Gift/Discount Amount pursuant to Section 3.3(b), and either: (i) if the Actual Gift/Discount Amount is greater than the Estimated Gift/Discount Amount, then Company shall pay to Buyer the difference between the amounts, or (ii) if the Estimated Gift/Discount Amount is greater than the Actual Gift/Discount Amount, Buyer shall pay to Company the difference between the amounts. Such calculations shall be subject to reasonable review and audit by Company at its own cost.
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Post-Closing True-Ups. (a) Within 90 days following the Closing Date, Parent shall prepare and deliver to the Sellers’ Representative, in each case, with reasonable supporting detail, a statement (the “Post-Closing Statement”) setting forth Parent’s good faith calculations of Company Closing Cash, Company Closing Net Working Capital, Company Indebtedness Amount, and Company Transaction Expenses and the Company Group Final Merger Consideration derived therefrom, which shall be prepared on a combined basis for the Parent Acquired Companies in accordance with the Accounting Principles. During the 45 days immediately following the Sellers’ Representative’s receipt of the Post-Closing Statement, subject to execution and delivery of a customary hold harmless letter in favor of the Person(s) preparing such work papers, the Sellers’ Representative shall be permitted to review such working papers relating to the Post-Closing Statement. The Post-Closing Statement shall become final and binding upon the parties 45 days following the Sellers’ Representative’s receipt thereof unless the Sellers’ Representative delivers written notice of its disagreement (each, a “Notice of Disagreement”) to Parent on or prior to such date. Any Notice of Disagreement shall (x) specify in reasonable detail the nature and amount of any disagreement so asserted, and (y) only include disagreements based on mathematical errors or based on the Post-Closing Statement not being prepared in accordance with this Agreement. (b) If a timely Notice of Disagreement is received by Parent, then the Post-Closing Statement (as revised in accordance with clause (i) or (ii) below) shall become final and binding upon the parties on the earlier of (i) the date the Sellers’ Representative and Parent resolve in writing any and all differences they have with respect to any matter specified in any Notice of Disagreement and (ii) the date any matters properly in dispute are finally resolved in writing by the Accounting Firm. During the 30 days immediately following the delivery of a Notice of Disagreement, the Sellers’ Representative and Parent shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in any Notice of Disagreement, and all such discussions related thereto shall (unless otherwise agreed by the Sellers’ Representative and Parent) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule. At the end of such 30-day period, th...
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Related to Post-Closing True-Ups

  • Post-Closing Requirements Borrowers shall complete each of the post-closing obligations and/or provide to Agent each of the documents, instruments, agreements and information listed on Schedule 7.4 attached hereto on or before the date set forth for each such item thereon, each of which shall be completed or provided in form and substance satisfactory to Agent.

  • 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.

  • Post-Closing Conditions On or before each of the dates specified in this Section 4.3 (unless a longer period is agreed to by the Administrative Agent in writing), the Borrower shall satisfy each of the following items specified in the subsections below:

  • 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 Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion). (b) In connection with each of the Mortgaged Properties, within ninety (90) days of the Closing Date (or such longer period as the Administrative Agent may reasonably allow) (i) each of the Mortgages, in form and substance reasonably satisfactory to the Administrative Agent, relating to each of the Mortgaged Properties shall have been duly executed by the parties thereto and delivered to the Collateral Agent and shall be in full force and effect; except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment, which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property, (ii) each of such Mortgaged Properties shall not be subject to any Lien other than those permitted under Section 6.02 and (iii) (A) each of such Mortgages shall have been filed and recorded in the corresponding recording office (except for the Deed of Mortgage, which the Loan Parties represent has been filed and recorded in the corresponding Section of the Puerto Rico Registry of Property and the Deed of Amendment which the Loan Parties represent has been filed and is pending recordation in the corresponding Section of the Puerto Rico Registry of Property) and, in connection therewith, the Collateral Agent shall have received evidence reasonably satisfactory to it of each such filing and recordation and (B) the Collateral Agent shall have received such other documents, including a policy or policies of title insurance issued by a nationally recognized title insurance company in an amount not to exceed the fair market value of such mortgaged property (as determined in good faith by the Lead Borrower), together with such endorsements, coinsurance and reinsurance as may be reasonably requested by the Collateral Agent and the Lenders, insuring the Mortgages as valid first liens on the Mortgaged Properties, free of Liens other than those permitted under Section 6.02, together with such flood determinations, surveys and legal opinions required to be furnished pursuant to the terms of the Mortgages or as reasonably requested by the Collateral Agent or the Administrative Agent.