Preparation of the Final Statement of Purchase Price. Section 2.3.3.1 As soon as practicable, but no later than 60 days after the Closing Date, the Company shall, and the Purchaser shall cause the Company to, prepare and deliver to the Seller (A) a proposed calculation of the Net Working Capital as of the end of the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of Cash and Cash Equivalents (the “Proposed Closing Date Statement of Cash and Cash Equivalents”) and (C) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and, in each case, the components thereof. The Proposed Closing Date Statement of Net Working Capital, the Proposed Closing Date Statement of Cash and Cash Equivalents and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Notwithstanding anything to the contrary set forth herein, if the Company fails to timely deliver any of the Proposed Closing Date Calculations, then the calculation of the Estimated Purchase Price shall represent the Final Statement of Purchase Price and shall be conclusive and binding on the parties hereto, unless the Seller, in Seller’s sole discretion, notifies the Purchaser in writing no later than 90 days after the Closing Date that the Seller elects to retain a nationally recognized independent accounting firm to review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.3, which determination by such accounting firm shall be conclusive and binding on the parties hereto; provided, however that the Seller reserves any and all rights granted in this Agreement and all remedies available to the Seller under this Agreement. In connection with the foregoing, the Company shall, and shall cause each of its Subsidiaries to, make its books and records, to the extent reasonably required, available to such accounting firm in connection with its services, and all fees and expenses of such accounting firm shall be paid by the Company and its Subsidiaries.
Preparation of the Final Statement of Purchase Price. (a) As soon as practicable, but no later than 45 days after the Closing Date, Parent shall prepare and deliver to the Seller (A) a proposed calculation of the Net Working Capital as of immediately prior to the Closing (the “Proposed Closing Date Statement of Net Working Capital”), and (B) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and, in each case, the components thereof. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.”
Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller Representative (A) a proposed calculation of the Net Working Capital Adjustment, (B) a proposed calculation of the amount of Closing Date Cash and Cash Equivalents, (C) a proposed calculation of the amount of Selling Expenses, (D) a proposed calculation of the Pre-Closing Tax Accrual Amount and (E) a proposed calculation of the Purchase Price, and, in each case, the components thereof. The proposed calculations described in the previous sentence shall collectively be referred to herein from time to time as the "
Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Representative (A) a proposed calculation of the Net Working Capital as of the close of business on the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and reasonably detailed calculations demonstrating each component thereof (including the Positive NWC Adjustment (if any), the Negative NWC Adjustment (if any), Closing Cash and Cash Equivalents, Closing Indebtedness, and Seller Expenses), and (C) all work papers and copies of source documents that reasonably support and document Buyer’s determination of the Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation. The Proposed Closing Date Statement of Net Working Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Companies and based on the same principles and methodology utilized in preparing the Financial Statements.
Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than one hundred and twenty (120) days after the Closing Date, Buyer shall prepare and deliver to the Representative the proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and the components thereof, including (A) a proposed calculation of Net Working Capital and the Net Working Capital Adjustment (the “Proposed Net Working Capital”), (B) a proposed calculation of the amount of Cash and Cash Equivalents (the “Proposed Cash and Cash Equivalents”), (C) a proposed calculation of the Debt Amount (the “Proposed Debt Amount”), and (D) a proposed calculation of the amount of Company Expenses (the “Proposed Company Expenses”), and, in each case, the components thereof, together with reasonable supporting detail.
Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than 60 days after the Closing Date, the Representative shall prepare and deliver to Parent (A) a proposed calculation of the Net Working Capital as of immediately prior to the Closing (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of Closing Date Funded Indebtedness (the “Proposed Funded Indebtedness Calculation”), (C) a proposed calculation of Seller Expenses (the “Proposed Seller Expenses Calculation”) and (D) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and, in each case, the components thereof together with reasonable supporting detail. The Proposed Closing Date Statement of Net Working Capital, the Proposed Funded Indebtedness Calculation, the Proposed Seller Expenses Calculation and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations”.
Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer the proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and the components thereof, including (A) a proposed calculation of Net Working Capital and the Net Working Capital Adjustment (the “Proposed Net Working Capital”), (B) a proposed calculation of the amount of Cash and Cash Equivalents (the “Proposed Cash and Cash Equivalents”), and (C) a proposed calculation of the Debt Amount (the “Proposed Debt Amount”), and, in each case, the components thereof, together with reasonable supporting detail, prepared in accordance with GAAP consistently applied with the application thereof in Exhibit A and otherwise as determined in accordance with the accounting principles, methodologies, procedures and classifications set forth in Exhibit A.
Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Purchaser shall, or shall cause the Company to, prepare and deliver to Seller (A) a detailed calculation of the Net Working Capital (the “Closing Date Statement of Net Working Capital”), (B) a detailed calculation of the amount of Cash and Cash Equivalents (the “Closing Date Cash and Cash Equivalents”), and (C) a detailed calculation of the Purchase Price (the “Closing Date Purchase Price Calculation”) and, in each case, the detailed components thereof including the Funded Indebtedness of the Company immediately prior to the Effective Time and the Company Transaction Expenses to the extent due and payable by the Company on the Closing Date or billed and unpaid on or prior to the Closing Date. The Closing Date Statement of Net Working Capital, the Closing Date Cash and Cash Equivalents, and the Closing Date Purchase Price Calculation shall collectively be referred to herein from time to time as the “Closing Date Calculations.” For purposes of determining Net Working Capital as of the Closing Date, the identification and value of the Company’s inventory as of the Closing Date shall be determined based upon a physical inventory jointly conducted by Purchaser and the Company immediately prior to the Closing (with respect to the Danville Inventory (as that term is defined in the Supply Agreement)) and immediately after the Closing (with respect to the Company’s other inventory).
Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than forty-five (45) days after the Closing Date, Buyer shall prepare and deliver to Seller a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and the components thereof. Should Buyer not prepare and deliver to Seller the Proposed Purchase Price Calculation within the 45 day period, the Estimated Purchase Price shall be deemed to be the Purchase Price.
Preparation of the Final Statement of Purchase Price. (i) As soon as practicable, but no later than 45 days after the Closing Date, the Parent shall prepare and deliver to the Representative a proposed calculation of each of the following items as of immediately prior to the Closing (A) Net Assets (the “Proposed Net Assets”), (B) Above-Reserve Cash and Cash Equivalents (the “Proposed Above-Reserve Cash and Cash Equivalents”), (C) Closing Date Funded Indebtedness (the “Proposed Closing Date Funded Indebtedness”), (D) Seller Expenses (the “Proposed Seller Expenses”), and a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and, in each case, the components thereof. The Proposed Net Assets, the Proposed Above-Reserve Cash and Cash Equivalents, the Proposed Closing Date Funded Indebtedness, the Proposed Seller Expenses and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.”
