the Purchase Price Adjustment. If, however, the Stockholders' Representative has delivered notice of such a dispute to Buyer within such thirty (30) day period, then Deloitte & Touche (the "Independent Accounting Firm") shall review the Company's books, Closing Financial Certificate and Financial Adjustment Notice (and related information) to determine the amount, if any, of the Purchase Price Adjustment. The Independent Accounting Firm shall be directed to consider only those agreements, contracts, commitments or other documents (or summaries thereof) that were either (i) delivered or made available to Buyer's Accountant in connection with the transactions contemplated hereby, or (ii) reviewed by Buyer's Accountant during the course of the Post-Closing Audit. The Independent Accounting Firm shall make its determination of the Purchase Price Adjustment, if any, within thirty (30) days of its selection. The determination of the Independent Accounting Firm shall be final and binding on the parties hereto, and upon such determination, Buyer shall be entitled to receive from the Stockholders (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 1.4)
the Purchase Price Adjustment. The costs of the independent accounting firm shall be borne by the party (either USFloral or the Shareholders as a group) whose determination of the Company's net worth at Closing was further from the determination of the independent accounting firm, or equally by USFloral and the Shareholders in the event that the determination by the independent accounting firm is equidistant between the Certified Closing Net Worth and the Actual Company Net Worth.
the Purchase Price Adjustment. The costs of the independent accounting firm shall be borne by the Buyer.
the Purchase Price Adjustment if any, shall accrue interest for the period from and including the later of the Closing Date and the Effective Date up to and excluding the date payment is due at the rate of 100 basis points over the basic interest rate (Basiszinssatz). Interest shall be calculated on the basis of actual days elapsed and a calendar year with 360 days.
the Purchase Price Adjustment. The costs of the independent accounting firm shall be borne by the party (either Buyer or the Members as a group) whose determination of the Company's net worth at Closing was further from the determination of the independent accounting firm, or equally by Buyer and the Members in the event that the determination by the independent accounting firm is equidistant between the Net Worth Target and the Actual Company Net Worth.
the Purchase Price Adjustment. If, however, the Members' Representative has delivered notice of such a dispute to the Buyer within such thirty (30) day period, then Buyer's Accountant and an accountant selected by the Members ("Members' Accountant") shall meet to discuss resolution of such dispute and if within 10 business days thereafter the Buyer's Accountant and Members' Accountant have not been able to resolve such dispute, then Buyer's Accountant and Members' Accountant shall mutually agree upon and select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years. If Buyer's Accountant and Members' Accountant cannot agree upon such independent accounting firm, then the selection shall be made by an appropriate officer of the New York State Society of Certified Public Accountants. The independent accounting firm so selected shall review the Company's books and the Financial Adjustment Notice (and related information) to determine the amount, if any, of the Purchase Price Adjustment. The independent accounting firm shall be directed to consider only those agreements, contracts, commitments or other documents (or summaries thereof) that were either (i) delivered or made available to Buyer's Accountant in connection with the transactions contemplated hereby, or (ii) reviewed by Buyer's Accountant and Members' Accountant during the course of the Post-Closing Audit. The independent accounting firm shall make its determination of the Purchase Price Adjustment, if any, within thirty (30) days of its selection. The determination of the independent accounting firm shall be final and binding on the parties hereto. If there is a determination of a Purchase Price Adjustment, Buyer shall be entitled to receive from the Members (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 1.4)
the Purchase Price Adjustment. As soon as practicable (but in no event later than 60 days) following the Closing Date, the Buyer shall prepare and deliver to the Seller a balance sheet for the Division as of the Closing Date (the "Closing Balance Sheet"), which shall (i) reflect Sections 1.1, 1.2, 2.4 and 2.5 and (ii) be prepared, except as set forth in Schedule 2.7(a), consistently with (x) the Division Balance Sheet to the extent such Division Balance Sheet has been prepared in accordance with GAAP and (y) GAAP to the extent such Division Balance Sheet has not been prepared in accordance with GAAP.
the Purchase Price Adjustment. (a) As soon as practicable following the Closing Date, Neptune shall prepare a statement setting forth (i) the book values of the Neptune Inventories (provided that TAS shall be permitted to participate in the count of Neptune Inventories in connection therewith), the Neptune Fixed Assets, the Neptune Employee Accruals and the Neptune Payable as of the Closing Date and immediately prior to the Closing and (ii) the aggregate net book value of the Neptune Inventories and the Neptune Fixed Assets after subtracting the aggregate book value of the Neptune Employee Accruals and the Neptune Payable (the "STATEMENT OF CLOSING NET ASSET VALUE"), which shall be prepared consistently with the Estimated Statement of Closing Net Asset Value. Such Statement of Closing Net Asset Value shall be audited by Neptune's independent accountants and such accountants' report shall be delivered to TAS no later than 30 days after the Closing Date.
(b) Following the Closing Date, TAS shall afford Neptune and its Affiliates and their respective employees and advisors access to all books and records relating to the Neptune Business and make available the assistance of any employees of TAS related to the Neptune Business, in each case as is necessary to enable Neptune to prepare the Statement of Closing Net Asset Value.
(c) TAS shall have a period of 30 days to review the Statement of Closing Net Asset Value following delivery thereof by Neptune. During such period, Neptune shall afford TAS and its Affiliates and their respective employees and advisors access to any of its books, records and work papers relating to the Statement of Closing Net Asset Value. The Statement of Closing Net Asset Value will become final and binding upon the parties on the 31st day following delivery thereof, unless TAS delivers a written notice (the "DISPUTE NOTICE") to Neptune prior to such date which specifies in reasonable detail the items and amounts in the Statement of Closing Net Asset Value with which TAS disagrees.
(d) If TAS delivers a Dispute Notice in accordance with Section 2.8(c), then the parties shall, during the 15-day period beginning on Neptune's receipt of the Dispute Notice, seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Dispute Notice. If Neptune and TAS are unable to resolve all of TAS's objections within such 15-day period, then such unresolved objections shall be submitted to a nationally-recognized accounting ...
the Purchase Price Adjustment. If, however, the Stockholder has delivered notice of such a dispute to Buyer within such 30-day period, then Buyer's Accountant shall select an independent accounting firm that has not represented any of the parties hereto within the preceding two (2) years to review the Company's books, Closing Financial Certificate and Financial Adjustment Notice (and related information) to determine the amount, if any, of the Purchase Price Adjustment. Such independent accounting firm shall be confirmed by the Stockholder and Buyer within five (5) days of its selection, unless there is an actual conflict of interest. The independent accounting firm shall be directed not to consider any agreements, contracts, commitments or other documents (or summaries thereof) that were not delivered or made available to Buyer's Accountant in connection with the transactions contemplated hereby. The independent accounting firm shall make its determination of the Purchase Price Adjustment, if any, within thirty (30) days of its selection. The determination of the independent accounting firm shall be final and binding on the parties hereto, and upon such determination, Buyer shall be entitled to receive from the Stockholder (which may, at Buyer's sole discretion, be from the Pledged Assets as defined in Section 1.4)
the Purchase Price Adjustment. Amount under Article 10.1 shall be due and payable within [*] Business Days after the Final Inventory Value has been agreed or determined. Seller shall prepare, upon agreement or determination of the Purchase Price Adjustment Amount, a list of Final Inventory Value by country which shall be annexed as Exhibit 10.3. The Purchase Price Adjustment Amount due by one or the other Party shall bear interest at a rate of [*] (30/360) from the Closing Date until the actual date of payment.
