Preparation of the Final Statement of Purchase Price Clause Samples
The "Preparation of the Final Statement of Purchase Price" clause defines the process by which the final amount to be paid for a transaction is calculated and documented. Typically, this involves one party preparing a detailed statement that reflects adjustments for items such as working capital, debt, or other agreed-upon factors, and then submitting it to the other party for review and potential dispute resolution. This clause ensures that both parties have a clear, agreed-upon method for determining the exact purchase price at closing, thereby reducing the risk of misunderstandings or disputes over payment amounts.
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.
(ii) Concurrently with the delivery of the Proposed Closing Date Calculations by Buyer to the Representative, Buyer also shall deliver to the Representative a notice (the “Notice of Adjustment”) setting forth Buyer’s calculation of the Actual Adjustment, if any, as contemplated by Section 2.6(b). After the delivery of the Notice of Adjustment and the Proposed Closing Date Calculations until the expiration of the Review Period, Buyer shall (A) provide the Representative and its advisors with reasonable access to the personnel, work papers, trial balances and relevant books and records, and (B) give the Representative reasonable advance notice of, and permit the Representative and its advisors to observe, any physical inventory conducted, in connection with the preparation of the Proposed Closing Date Calculations.
(iii) Following receipt of the Notice of Adjustment and the Proposed Closing Date Calculations, the Representative and its advisors will be afforded a period of thirty (30) days (the “Review Period”) to review the Notice of Adjustment and the Proposed Closing Date Calculations. If the Representative does not give written notice of dispute (a “Purchase Price Dispute Notice”) to Buyer before the expirat...
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 45 days after the Closing Date, the Seller shall prepare and deliver to Purchaser (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 the amount of Cash and Cash Equivalents (the “Proposed Cash and Cash Equivalents”), (C) a proposed calculation of Closing Date Funded Indebtedness (the “Proposed Funded Indebtedness Calculation”), (D) a proposed calculation of Seller Expenses (the “Proposed Seller Expenses Calculation”) and (E) 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 Cash and Cash Equivalents, 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.”
(ii) If Purchaser does not give written notice of dispute (a “Purchase Price Dispute Notice”) to the Seller within 45 days of receiving the Proposed Closing Date Calculations, Purchaser and the Seller hereto agree that (A) the Proposed Closing
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 (i) a consolidated balance sheet of the Target Companies as of the Closing Date (the “Estimated Closing Balance Sheet”) and (ii) a statement setting forth, as of the Closing Date (A) a proposed calculation of the Net Working Capital, (B) a proposed calculation of the amount of Cash and Cash Equivalents, (C) a proposed calculation of the amount of Closing Date Funded Indebtedness, (D) a proposed calculation of the Transaction Expenses and (E) a proposed calculation of the Purchase Price, and, in each case, the components thereof. The proposed calculations described in clause (ii) of the previous sentence shall collectively be referred to herein from time to time as the “Proposed Purchase Price Calculations.” The Estimated Closing Balance Sheet and Proposed Purchase Price Calculations shall be prepared by Buyer in a manner consistent with the Accounting Principles, and Buyer shall not make any changes to the assumptions underlying the Accounting Principles or levels of reserves customarily used by the Target Companies with respect to the Accounting Principles.