Adjustment Procedure. (a) Sellers will prepare and will cause , the Company's certified public accountants, to audit consolidated financial statements ("Closing Financial Statements") of the Company as of the Closing Date and for the period from the date of the Balance Sheet through the Closing Date, including a computation of consolidated stockholders' equity as of the Closing Date. Sellers will deliver the Closing Financial Statements to Buyer within sixty days after the Closing Date. If within thirty days following delivery of the Closing Financial Statements, Buyer has not given Sellers notice of its objection to the Closing Financial Statements (such notice must contain a statement of the basis of Buyer's objection), then the consolidated stockholders' equity reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Xxxxx gives such no xxxx of objection, then the issues in dispute will be submitted to , certified public accountants (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for such determination.
Adjustment Procedure. (a) Buyer shall prepare a Closing Balance Sheet (“Closing Balance Sheet”) of the Business as of the Closing Date applying the Agreed Accounting Principles. Buyer shall then determine the Net Asset Value as of the Effective Time (the “Closing Net Asset Value”) based upon the Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet and its determination of the Closing Net Asset Value to Sellers within forty-five (45) days following the Closing Date. The Closing Balance Sheet (i) will not account for or reflect in any manner any assets that do not constitute Assets and (ii) will account for and reflect all Assumed Liabilities that are required to be accounted for or reflected on such Closing Balance Sheet applying the Agreed Accounting Principles. Sellers and their independent auditors and other Representatives shall have the right to review and verify the Closing Balance Sheet and determination of the Closing Net Asset Value when received and Buyer shall provide Sellers with access to all (i) work papers and written procedures used to prepare the Closing Balance Sheet and the determination of Closing Net Asset Value and (ii) books and Records and personnel to the extent necessary to enable Sellers and their independent auditors and other Representatives to conduct a full review of the Closing Balance Sheet and for them to fully evaluate Buyer’s calculation of the Closing Net Asset Value. By way of clarification and amplification with respect to Buyer’s preparation of the Closing Balance Sheet (and to ensure that it is prepared on the same basis and applying the Agreed Accounting Principles as was done by Sellers in preparing the Initial Balance Sheet), special mention is made of, and Buyer (A) understands and accepts as binding with respect to its preparation of the Closing Balance Sheet the Sellers’ judgments as to valuation and reserve matters pertaining to such accounts in the Initial Balance Sheet, (B) accepts and agrees with Sellers’ application of the Agreed Accounting Principles including the valuations of current assets in respect thereof, and (C) will not contest or otherwise propose any change to the reserves established in connection with any Asset and valuation thereof in the Initial Balance Sheet except to the extent that any further reserves as to such Asset and valuation thereof are clearly required by application of the Agreed Accounting Principles as a result of the passage of time or changes in conditions, facts or circumstances...
Adjustment Procedure. (a) As soon as practicable, and in any event not later than 90 days after the Closing Date, Seller will prepare and deliver to Buyer a preliminary settlement statement (the "Preliminary Settlement Statement"), identifying all components and amounts of the Adjusted Purchase Price including (i) an unaudited balance sheet of the Company as of the date immediately preceding the Closing Date (the "Closing Date Balance Sheet") together with Seller's calculation, based on such Closing Date Balance Sheet, of Closing Date Adjusted Net Working Capital (the "Working Capital Certificate"), and (ii) a calculation of the Settlement Adjustment, setting forth each element and amount of the Settlement Adjustment in reasonable detail. All items shown in the Preliminary Settlement Statement will be supported by reasonably detailed documentation. The Closing Date Balance Sheet shall record all liabilities of the Company in accordance with GAAP as at the close of business on the date immediately preceding the Closing Date, except that the Closing Date Balance Sheet shall not include: (i) GAAP-required footnote disclosures, (ii) liabilities that would be recorded under Financial Accounting Standard ("FAS") No. 133 or under FAS No. 143 as at the close of business on the date immediately preceding the Closing Date, and (iii) any liability for deferred taxes. The Closing Date Balance Sheet shall include line items of assets and stockholders equity substantially consistent with those in the Interim Balance Sheet. Buyer will have the right for sixty days after receipt of the Preliminary Settlement Statement to audit and take exception to all components of the Settlement Adjustment. The Preliminary Settlement Statement will become final and binding on both Parties on the sixtieth day following Buyer's receipt thereof, except as to matters on the Preliminary Settlement Statement to which Buyer objects, as set forth in a written notice sent to Seller (an "Open Matter Notice") prior to the sixtieth day. During a thirty day period following delivery of an Open Matter Notice, the parties will seek in good faith to resolve any disputes they have with respect to such Open Matter Notice. At the end of the thirty day period, any matters that remain in dispute will be submitted to dispute resolution in the manner set forth in Section 10.6 of this Agreement. Following final resolution of all Open Matter Notices, if any, in accordance with this Section 2.6(a), the Preliminary Settlement Statemen...
Adjustment Procedure. Where no decision of record by the National Board exists, the settlement of jurisdictional disputes with other Building Trades Organizations shall be adjusted in accordance with the procedure established by the National Joint Board or any successor agency of the Building Trades Department.
Adjustment Procedure. (a) Buyer will cause Xxxxxx Xxxxxxxx LLP, the Buyer's certified public accountants, to determine the consolidated net working capital of the Company as of the close of business on the Closing Date in accordance with GAAP and to determine the Adjustment Amount based on the consolidated net working capital of the Company as so determined as of the close of business on the Closing Date as compared to the consolidated net working capital of the Company as shown on Schedule 2.6, based on the asset and liability accounts specified on Schedule 2.6 and subject to the instructions provided in Schedule 2.6, but not subject to any disclosures or statements made in the Disclosure Letter delivered to Sellers pursuant to this Agreement. Buyer will deliver the statement prepared by Xxxxxx Xxxxxxxx LLP showing the calculation of the Adjustment Amount ("Closing Statement") to Xxxxxxxxxx within sixty (60) days after the Closing Date, together with copies of Buyer's and Xxxxxx Xxxxxxxx LLP's work papers, and other documents and information, used to prepare the Closing Statement. If, within sixty (60) days following delivery of the Closing Statement and related documents and information, Xxxxxxxxxx has not given Buyer notice of his objection to the Closing Statement (such notice must contain a statement of the basis of Xxxxxxxxxx'x objection), then the Company's net working capital reflected in the Closing Statement will be used in computing the Adjustment Amount. Buyer agrees upon reasonable notice to make available to Xxxxxxxxxx at the offices of the Acquired Companies the books and records of the Acquired Companies as required by Xxxxxxxxxx to verify the determination reflected in the Closing Statement. If Xxxxxxxxxx gives such notice of objection, and the parties are unable to resolve the subject of such objection within thirty (30) days after such notice, then the issues in dispute will be submitted to Ernst & Young, certified public accountants (the "Accountants"), for resolution with instructions to the Accountants to resolve such dispute within forty-five (45) days. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material rela...
Adjustment Procedure. 39 6.10 Gift Certificates.............................................................................40
Adjustment Procedure. Purchaser must first seek payment of the Adjustment Amount from the Closing Cash Payment, thereafter pursuant to the right of set-off under the Option Agreement and thereafter from Seller. Such payment from Seller, if any, will be made within five business days after the final determination of the number of Option Shares (as defined in the Option Agreement) that vest pursuant to Section 2.4 of the Option Agreement.
Adjustment Procedure. Not less than two Business Days prior to the Closing Date, Property Owner and CBL/OP shall agree upon a schedule of the allocation of costs and expenses to be made in accordance with Section 5.9 above and the prorations to be made in accordance with this Article VI (the "Proration and Expense Schedule"), which Proration and Expense Schedule shall be executed by Property Owner and CBL/OP, become a schedule to the closing statement described in Sections 5.4.7 and 5.6.4 (the "Closing Statement") and utilized for purposes of making the adjustments to the Purchase Price at Closing for closing costs and prorations. As soon as practicable following the Closing (but in no event later than the first anniversary of the Closing, except that with respect to Real Estate Taxes, in no event later than fifteen (15) business days after receipt of the actual tax bill attributable for the calendar year 2005), Property Owner anx XXL/OP shall reprorate the income and expenses set forth in this Article VI based upon actual bills or invoices received after the Closing (if original prorations were based upon estimates) and any other items necessary to effectuate the intent of the parties that all income and expense items be prorated as provided above in this Article VI. Any reprorated items shall be promptly paid to the party entitled thereto. Any payment by the Property Owner to CBL/OP pursuant to the preceding sentence shall be in cash. Any errors or omissions in computing adjustments at the Closing shall be promptly corrected, provided that the party seeking to correct such error or omission shall have notified the other party of such error or omission no later than the first anniversary of the Closing. The provisions of this Article VI shall survive the Closing.
Adjustment Procedure. (a) For purposes hereof, “
Adjustment Procedure. In the event that the Company determines that any Payment would constitute an Excess Parachute Payment, the Company will provide to the Executive, within thirty (30) days after the Executive's employment termination date, an opinion of a nationally recognized certified public accounting firm mutually selected by the Company and the Executive (the "Accounting Firm") that the Executive will be considered to have received Excess Parachute Payments if the Executive were to receive the full amounts described pursuant to this Agreement or otherwise and setting forth with particularity the smallest amount by the which the Payments would have to be reduced to avoid the imposition of any excise tax or the denial of any deduction pursuant to Code Sections 280G and 4999. The Payments shall be adjusted, in the order of priority designated by the Executive in written instructions, to the minimum extent necessary so that none of the Payments, in the opinion of the Accounting Firm, would constitute an Excess Parachute Payment. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm shall be borne by the Company.
