Final Determination of Purchase Price. The Purchase Price, taking into account all adjustments and prorations, will be determined finally, and additional payment by Buyer to Seller or refund by Seller to Buyer, as appropriate, will be made, in accordance with the following procedures:
Final Determination of Purchase Price. The final Purchase Price shall be calculated and paid in the manner set forth in this Section 3.5 upon completion of the Inventory count. At Buyer’s option, Seller shall ship all Inventory, as Buyer’s sole cost and expense, to Buyer’s warehouse in Fox Lake, Wisconsin or continue to hold the Inventory in accordance with the terms and conditions of the Warehousing Agreement. Buyer shall have thirty (30) days to count the Inventory, and shall advise Seller of any discrepancy in the physical count of the Inventory shipped to Buyer or any dispute as to the valuation of the Inventory as shown on the Inventory Report, setting forth in reasonable specificity the reason for the objection (each an “Objection,” or collectively, the “Objections”). Thereafter, Buyer and Seller shall endeavor in good faith, for a period not to exceed twenty one (21) days from the date of delivery of such notice, to resolve the Objections. If Buyer fails to submit a written Objection within forty-five (45) days following the Closing, the value of the Inventory as set forth in such Inventory Report shall be deemed final and binding. If at the end of the 21-day period there are any unresolved Objections, Seller and Buyer shall submit the calculation and resolution of such unresolved Objections to Xxxxx Xxxxx Xxxxxxx Xxxxxx, LLP or another independent public accounting firm of recognized national standing that they agree upon in writing. If Buyer and Seller have not agreed on an independent public accounting firm by the end of the 21-day period referred to above, such firm shall be selected by lot from those independent public accounting firms of recognized national standing in the United States that are willing to act (the independent public accounting firm selected pursuant to the foregoing procedures, the “CPA Firm”). The CPA Firm shall be instructed to resolve the Objections and such resolution shall be (i) set forth in writing and signed by the CPA Firm, (ii) delivered to Buyer and Seller as soon as practicable after the Objections are submitted to the CPA Firm but not later than the 30th day after such submission, (iii) made in accordance with this Agreement, and (iv) conclusive and binding on the Parties on the date of delivery of such resolution. The CPA Firm shall only be authorized on any one issue to decide in favor of and choose the position of either of the Parties or to decide upon a compromise position between the ranges presented by the Parties to the CPA Firm. The CPA Firm ...
Final Determination of Purchase Price. Upon the acceptance of the Closing Date Statement by Buyer, or upon resolution of any disputed amount in accordance with the provisions of Section 3.3.2 above, the parties shall, based thereupon, calculate the final Purchase Price. If the Purchase Price as finally determined is greater than the Closing Date Payment, Buyer shall promptly, but no later than three (3) Business Days after such acceptance or resolution, pay to Seller the amount of such difference. If the Purchase Price as determined above is less than the Closing Date Payment, Seller shall promptly, but no later than three (3) Business Days after such acceptance or resolution, pay to Buyer the amount of such difference.
Final Determination of Purchase Price. 20 3.3.4 Interest on Final Payment............................20 3.3.5 Payments.............................................20 3.4
Final Determination of Purchase Price. (i) If the Seller Representative does not deliver an objection to the Reconciliation Statement within the sixty-day period provided in Section 2.4(b), the Reconciled Purchase Price shown on the Reconciliation Statement shall be deemed to be the final amount of the Purchase Price for purposes of making any adjustment required pursuant to Section 2.4(e).
Final Determination of Purchase Price. (a) (i) CSL shall deliver to Buyer at least six Business Days prior to the Closing a closing statement (the “Estimated Closing Purchase Price Certificate”) setting forth the calculation of CSL’s good faith estimate of the Purchase Price (the “CSL Price Estimate”), including a detailed presentation of the calculations of the items comprising Closing Net Cash and Closing Net Working Capital, which calculations shall be prepared using accounting methods, policies, practices, procedures, classifications and estimation methodologies as set forth on Schedule 2.4(a) (“Accounting Procedures”). Buyer shall deliver to CSL in writing no later than three Business Days after its receipt of Estimated Closing Purchase Price Certificate a notice (an “Estimated Purchase Price Objection Notice”) reasonably describing (giving consideration to the time period and information available to Buyer for such review) any good faith objections it may have to the CSL Price Estimate as set forth on the Estimated Closing Purchase Price Certificate and its reasons therefor together with the calculation of Buyer’s good faith estimate of the Purchase Price (the “Buyer Price Estimate”), including a detailed presentation of its calculations of the items comprising Closing Net Cash and Closing Net Working Capital, which calculations shall be prepared using the same Accounting Procedures as were used to determine the Reference Working Capital, as set forth on Schedule 2.4(a).
Final Determination of Purchase Price. (a) Closing Balance Sheet: Within 30 days following the Closing Date, the Vendor shall deliver to the Purchaser Balance Sheet Accounts (the "Closing Balance Sheet Accounts") of the Purchased Businesses as at the close of business on the Closing Date. For the purpose of preparing the Closing Balance Sheet Accounts, the Purchaser agrees to grant the Vendor's authorized representatives reasonable access to relevant records, facilities and personnel of the Purchased Businesses after the Time of Closing.
Final Determination of Purchase Price. (a) The determination of the actual Purchase Price shall be accomplished after the Closing Date. Buyer shall take an inventory and prepare a valuation of the Xxxxxx Byproducts and a statement of the amount of the final payment payable by Buyer and deliver the same to Seller within sixty (60) days of the Closing Date (the "Final Payment Determination"). Seller shall have thirty (30) calendar days following the date of receipt of the Final Payment Determination to give a notice to Buyer of any objection(s) to the Final Payment Determination or the computation of the actual Purchase Price ("Notice of Objection"). The Notice of Objection shall identify, in detail, that aspect of the Final Payment Determination or the computation of the actual Purchase Price to which objection is made, and in terms of the actual Purchase Price, the amount(s), if any, in dispute. If no Notice of Objection is delivered by Seller within the 30-day period, the Final Payment Determination and computation of the actual Purchase Price shall be deemed accepted and binding upon the parties on the last day of such period.
Final Determination of Purchase Price. (a) Within thirty (30) days after the Closing Date, the Purchaser shall prepare (in cooperation with representatives of the Vendor if reasonably requested by the Vendor) and deliver to the Vendor a balance sheet (the "CLOSING DATE BALANCE SHEET") showing the Net Book Value of the Business as at the Effective Time. The Purchaser will prepare the Closing Date Balance Sheet in accordance with, and on a consistent basis with, the accounting policies used in the preparation of the Financial Statements and the balance sheet set out in Schedule 2 to show the Estimated Net Book Value of the Business using the same line items as shown on the such balance sheet, including for greater certainty, Employee Accounts Receivables, Accrued Vacation Pay and Accrued Commissions and Bonus for Transferred Employees but not to include any such matter for employees who do not become Transferred Employees. For the avoidance of doubt, the Closing Date Balance Sheet will not include any Excluded Assets or liabilities of the Vendor not forming part of the Assumed Liabilities.
Final Determination of Purchase Price. (a) As soon as practicable following the Closing Date but in any event not more than 90 days after the Closing Date, Buyer or its representative shall prepare a balance sheet of the Company, dated December 31, 1999 (the "Year-End Balance Sheet"), and statements of income and retained earnings covering the period from July 1, 1999 through December 31, 1999 (the "Year-End Financial Statements"). Buyer or its representative shall also prepare a consolidated statement of income or operations for the period from December 1, 1999 through December 31, 1999 (the "December Statement of Operations"). The Year-End Financial Statements and the December Statement of Operations each shall be prepared in conformity with GAAP, subject to the adjustments set forth in Section 1.2.
