Reconciliation of Initial Closing Statement Clause Samples
The Reconciliation of Initial Closing Statement clause establishes the process for reviewing and adjusting the preliminary financial statement prepared at the closing of a transaction. Typically, after the initial closing, both parties have a set period to examine the statement, identify discrepancies, and propose necessary corrections, often leading to a final, agreed-upon statement. This clause ensures that any errors or differences in the initial financial calculations are addressed, promoting accuracy and fairness in the final settlement between the parties.
Reconciliation of Initial Closing Statement. (a) Purchaser shall notify Parent in writing no later than forty (40) Business Days after Purchaser’s receipt of the Initial Closing Statement if Purchaser disagrees with the Initial Closing Statement, which notice shall describe the basis for such disagreement (the “Notice of Disagreement”). If no Notice of Disagreement is delivered to Parent within such period, then the Initial Closing Statement shall become final and binding upon the parties in accordance with Section 2.6(c). If a Notice of Disagreement is delivered to Parent within such period, then only such portions of the Initial Closing Statement that Purchaser does not identify or disagree with in the Notice of Disagreement shall become final and binding upon the parties in accordance with Section 2.6(c).
(b) During the thirty (30) days immediately following the delivery of a Notice of Disagreement (the “Resolution Period”), Parent and Purchaser shall seek in good faith to resolve any differences that they may have with respect to the matters identified in the Notice of Disagreement.
(c) If, at the end of the Resolution Period, Parent and Purchaser have been unable to resolve any differences that they may have with respect to the matters identified in the Notice of Disagreement, Parent and Purchaser shall submit all matters that remain in dispute with respect to the Notice of Disagreement to Deloitte Touche Tohmatsu Limited or, if such firm is unwilling or unable to fulfill such role, (i) another internationally-recognized independent certified public accounting firm mutually acceptable to Parent and Purchaser or (ii) if Parent and Purchaser are unable to agree upon another such firm within ten (10) Business Days after the end of the Resolution Period, then within an additional ten (10) Business Days, Parent and Purchaser shall each select one such firm and those two firms shall, within ten (10) Business Days after their selection, select a third (3rd) such firm (Deloitte Touche Tohmatsu Limited, the firm selected in accordance with clause (i) or the third firm selected in accordance with clause (ii), as applicable, the “Independent Accounting Firm”). Within thirty (30) days after the Independent Accounting Firm’s selection, the Independent Accounting Firm shall make a final determination in accordance with the Accounting Principles and based solely on the definitions and other applicable provisions of this Agreement, and the written submissions of the parties (which written submissions shall be d...
Reconciliation of Initial Closing Statement. (a) Parent shall notify the respective Purchaser in writing no later than forty-five (45) days, or such longer period as mutually agreed in writing by the parties, after Parent’s receipt of the Initial Fiber Closing Statement and/or the Initial Small Cell Closing Statement if Parent disagrees with the Initial Closing Statement, which notice shall describe the basis for such disagreement (any such notice relating to the Initial Fiber Closing Statement, the “Fiber Notice of Disagreement” and, any such notice relating to the Initial Small Cell Closing Statement, the “Small Cell Notice of Disagreement” and, each, a “Notice of Disagreement”). For the avoidance of doubt, in the event Parent disagrees with the Initial Fiber Closing Statement and the Initial Small Cell Closing Statement, Parent may deliver both a Fiber Notice of Disagreement and a Small Cell Notice of Disagreement (subject to the other terms hereof). Any Notice of Disagreement shall set forth in reasonable detail the basis for such disagreement, the amounts involved and Parent’s determination of (i) Fiber Working Capital or Small Cell Working Capital, as applicable, (ii) Fiber Cash or Small Cell Cash, as applicable, (iii) Fiber Indebtedness or Small Cell Indebtedness, as applicable, (iv) Fiber Business Transaction Expenses or Small Cell Business Transaction Expenses, as applicable, (v) Fiber Business Separation Expenses or Small Cell Business Separation Expenses, as applicable, and (vi) the Fiber CapEx Amount or the Small Cell CapEx Amount, as applicable, together with the resulting Fiber Closing Purchase Price (excluding the Fiber Specified Payment) or Small Cell Closing Purchase Price (excluding the Small Cell Specified Payment and, if applicable, the Small Cell Instrument Adjustment), as applicable, and reasonable supporting detail of Parent’s calculations of the foregoing amounts. If no Notice of Disagreement is delivered to the Purchasers within such forty-five (45) days period, then the Initial Fiber Closing Statement and/or the Initial Small Cell Closing Statement shall become final and binding upon the parties in accordance with Section 2.6(c), except to the extent that any adjustment thereto is (A) expressly agreed by Parent and (x) the Zayo Purchaser, in the case of the Initial Fiber Closing Statement, or (y) the EQT Purchaser, in the case of the Initial Small Cell Closing Statement, or (B) finally determined by the Accounting Firm in accordance herewith. If a Notice of Disagreement is d...
Reconciliation of Initial Closing Statement. (a) Parent shall notify Purchaser in writing no later than forty-five (45) days after Parent’s receipt of the Initial Closing Statement if Parent disagrees with the Initial Closing Statement, which notice shall describe the basis for such disagreement (the “Notice of Disagreement”). If no Notice of Disagreement is delivered to Purchaser within such forty-five (45) day period, then the Initial Closing Statement shall become final and binding upon the parties in accordance with Section 2.6(c). If a Notice of Disagreement is delivered to Purchaser within such forty-five (45) day period, then only such portions of the Initial Closing Statement that Parent does not disagree with in the Notice of Disagreement shall become final and binding upon the parties in accordance with Section 2.6(c).
(b) During the thirty (30) days immediately following the delivery of a Notice of Disagreement (the “Resolution Period”), Parent and Purchaser shall seek in good faith to resolve
(d) The fees and expenses of the Independent Accounting Firm shall be allocated to be paid by Purchaser, on the one hand, and Parent, on the other, based upon the percentage that the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Accounting Firm. For example, if Parent claims in a Notice of Disagreement that the Closing Working Capital Amount is $1,000 greater than the amount determined by Purchaser in the Initial Closing Statement, and if the Independent Accounting Firm ultimately resolves the dispute by awarding Parent $600 of the $1,000 contested, then the costs and expenses of the Independent Accounting Firm will be allocated 60% (i.e., 600 ÷ 1,000) to Purchaser and 40% (i.e., 400 ÷ 1,000) to Parent. Absent fraud or manifest error, all determinations made by the Independent Accounting Firm will be final, conclusive and binding on all parties to this Agreement in all respects. During the review by the Independent Accounting Firm, each of Purchaser and Parent shall, and shall cause its respective Subsidiaries (including, in the case of Purchaser, the Transferred Entities) and its and their respective employees, accountants and other Representatives to, each make available to the Independent Accounting Firm such information, books and records and work papers (subject to their execution of customary release agreements), as may be reasonably requested by the Independent Accounting Firm to fulfill its obli...