Final Adjustment. As soon as practicable, the Company will prepare and deliver to Centerprise a final calculation of Net Working Capital revised to reflect all collections of AR up to the date 180 days from the Closing Date. Centerprise will review such calculation and any records, work papers and other documents related thereto. Within 10 days of receipt of such calculation, Centerprise will deliver to the Member Representative a written report indicating the amount and nature of any adjustment to the Basic Purchase Consideration determined in accordance with Section 2.2.1 (the "Final Adjustment").
Final Adjustment. On or before the date which is ninety (90) ---------------- days after the Closing Date, Seller shall deliver to Buyer a final calculation of the adjustments calculated as of the Closing Date (the "Final Adjustment"), together with such supporting documentation as Buyer may reasonably request, which shall evidence in reasonable detail the nature and extent of each adjustment. For the purposes of the Final Adjustment, Tentative Subscribers who have paid a full monthly xxxx generated in the ordinary course of business within 30 days following Closing will be included in the final calculation of Equivalent Basic Subscribers. Seller shall cooperate with Buyer and provide reasonable access to the necessary personnel and records of Seller and deliver to Buyer copies of such records as Buyer may reasonably request, to review the Final Adjustment. Should Buyer dispute Seller's Final Adjustment, Buyer shall promptly, but in no event later than 30 days after receipt of the Final Adjustment, deliver to Seller written notice describing in reasonable detail the dispute, together with Buyer's determination as to the Final Adjustment in reasonable detail. If the dispute is not resolved by the parties within 30 days from the date of receipt by Seller of written notice from Buyer, the parties agree to engage Ernst & Young or another "big six" accounting firm mutually acceptable to Seller and Buyer (the "Independent Accountant") to resolve the dispute within 30 days after such engagement. The Independent Accountant's determination shall be final and binding on the parties. Buyer or Seller, as the case may be, shall make (or, to the extent held in escrow, Buyer and Seller shall instruct the Escrow Agent to make) appropriate payment to the other of the difference between the Final Adjustment amount and the adjustment amount paid at Closing pursuant to the Initial Adjustment Certificate within three business days following (a) the agreement of the parties as to the Final Adjustment, (b) the resolution of any dispute by the parties; or (c) the receipt of the Independent Accountant's final determination, as the case may be. All fees and costs of the Independent Accountant shall be borne by the non-prevailing party as determined by the Independent Accountant; provided, however, that if the Independent Accountant does not make such a determination, the costs and expenses of the Independent Accountant shall be borne equally by the Seller and the Buyer.
Final Adjustment. Within two Business Days after the Closing Statement is finalized pursuant to clause (d), (e) or (f) of this Section 1.4:
Final Adjustment. 4 2.3.5 Disputes.......................................4 2.3.6
Final Adjustment. Section 2.2.4 Financial Statements.............................................Section 4.6 First Person...............................................Section 4.17.5(c) Form S-1.......................................................Section 4.3.3 Form S-4.......................................................Section 4.3.3 Founding Companies..............................................
Final Adjustment. (a) The Adjustment Basket, as defined on SCHEDULE B, shall be determined as soon as practicable after the second anniversary of the Closing Date or such earlier date as the Purchasers request and the Transaction Committee agrees, which agreement will not be unreasonably withheld (the "TEST DATE"). The Company shall engage its independent public accountants to prepare and deliver a report to the Transaction Committee and the Purchasers setting forth in reasonable detail the calculation of the Adjustment Basket (the "ADJUSTMENT BASKET REPORT").
Final Adjustment. If, in Quarter twenty-one (21) of this Agreement, the Quarterly DRAM Revenue Ratio for the Second Preceding Quarter is [***], then Samsung shall pay Rambus a final, adjustment payment (“Final Adjustment Payment”) based on the following calculation, provided that, in no event shall the Final Adjustment Payment exceed [***]. [***]
Final Adjustment. If the Final Closing Net Asset Value is greater than $6,046,000 (the "Target Net Asset Value"), Buyer shall pay to Seller the absolute difference between such two amounts, and the Escrow Agent shall pay to Seller the Escrowed Amount. If the Final Closing Net Asset Value is equal to the Target Net Asset Value, the Escrow Agent shall pay to Seller the Escrowed Amount. If the Final Closing Net Assert Value is less than the Target Net Asset Value and the difference is less than the Escrowed Amount, the absolute difference between the Target Net Asset Value and the Final Closing Net Asset Value shall be paid to Buyer by the Escrow Agent from the Escrowed Amount and the remaining Escrowed Amount shall be paid by the Escrow Agent to Seller. If the Target Net Asset Value exceeds the Final Closing Net Asset Value by $400,000 or more, the Escrow Agent shall pay to Buyer the Escrowed Amount and, in addition, Seller shall pay to Buyer the amount by which the difference between the Target Net Asset Value and the Final Closing Net Asset Value is in excess of such Escrowed Amount paid to Buyer. The Purchase Price as adjusted pursuant to this Section 2.4 is referred to herein as the "Final Purchase Price." Any payment pursuant to this Section 2.4.4 shall be made by Buyer, Seller or the Escrow Agent, as the case may be, within five (5) business days following the final determination of the Final Closing Net Asset Value in accordance with this Section 2.4 by bank wire transfer of immediately available funds to an account designated in writing by Buyer or Seller, as the case may be, at least one (1) day prior to such payment date.
Final Adjustment. Seller and Buyer shall endeavor in good faith to agree upon the actual Adjustment Amounts within 90 days after the Closing (the "Final Adjustment"). Seller or Buyer, as appropriate, shall pay to the other party within 10 business days after the Final Adjustment, the amount by which the parties agree that the actual Adjustment Amounts differ from the Adjustment Amounts as estimated in the Initial Adjustment Certificate. Any amounts in dispute at the end of such 90 day period will be determined within 120 days after the Closing Date by Arthxx Xxxexxxx & Xo., whose determination will be conclusive. Buyer and Seller will each be responsible for one-half of the fees and expenses payable to such firm in connection with such determination. Any appropriate payment required after determination of all disputed amounts will be made by the responsible party within 10 business days after the final determination.
Final Adjustment. Within six (6) months following the respective Effective Date a further accounting shall be prepared by Vendor in regard to all charges and credits to be adjusted between Vendor and Purchaser on a item by item basis after the respective Closing Date as soon as reasonably practicable. All revenues which are received or receivable by Vendor from the Assets and which are due to Purchaser shall, after deducting the obligations and costs for which Purchaser is responsible, be paid to Purchaser either on the Closing if they have been received on or before the respective Closing Date or within (30) days of receipt thereof, if they are received after such Closing Date. Any monies received by Vendor shall be received as agent for and on behalf of Purchaser. The Vendor shall not be obligated to make any further adjustments after the six (6) months unless a specified request in writing is received within six (6) months following the respective Closing Date identifying in reasonable detail an adjustment required by this Agreement. The aforesaid six (6) month time frame does not apply to sub-clauses (c) and (d) hereof.
