Final Book Value Sample Clauses

Final Book Value. (a) As promptly as practicable, but no later than 90 days after the Closing Date, the Buyer will cause to be prepared and delivered to Seller a detailed calculation (the “Closing Value Statement”) of the Book Value as of the Effective Time. The Closing Value Statement will be accompanied by a certificate of an officer of Buyer, on behalf of Buyer in such officer’s corporate capacity, specifying that the Closing Value Statement was prepared in accordance with the provisions of this Section 2.4(a). (b) If Seller disagrees with Buyer’s calculation of the Book Value as of the Effective Time as set forth in the Closing Value Statement delivered pursuant to Section 2.4(a), Seller may, within 20 days after delivery of the Closing Value Statement, deliver a notice (the “Notice of Disagreement”) to Buyer disagreeing with such calculation and setting forth Seller’s calculation of such amount. Failure to notify Buyer within such 20-day period shall be deemed acceptance of the Closing Value Statement. Any Notice of Disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Value Statement delivered pursuant to Section 2.4(a). (c) If a Notice of Disagreement is duly delivered pursuant to Section 2.4(b), Buyer and Seller shall, during the 15 days following the delivery of such Notice, use their reasonable best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Book Value as of the Effective Time, which amount shall not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.4(a), nor more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.4(b). If, during such period, Buyer and Seller are unable to reach such agreement, they shall promptly thereafter cause an independent accountant of nationally recognized standing reasonably satisfactory to Buyer and Seller (who shall not have any material relationship with Buyer or Seller) promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Book Value as of the Effective Time. In making such calculation, such independent accountant shall consider only those items or amounts in the Book Value as of the Effective Time as to which Seller and Buyer have disagreed. Such independent accountant shall deliver to Buyer and Seller, as ...