Final Purchase Price Adjustments. (i) As soon as practicable, but not later than sixty (60) days, after the Closing Date, Purchaser shall prepare and deliver to Seller a statement setting forth the Net Working Capital (determined in accordance with Section 1.03(b)(ii)), including in reasonable detail the basis for the computation thereof, as of the Effective Time (the “Closing Statement”). During such sixty (60) day period and any other periods of review, investigation or dispute provided for in this Section 1.03(b), Purchaser and Seller shall reasonably cooperate with each other in the preparation of the Closing Statement, the Protest Notice and the Final Closing Statement, comply with their obligations under the last sentence of Section 1.03(b)(iii), and, in the case of Purchaser, comply with its obligations under Section 4.09(b), and, during any period in which Purchaser or Seller, as applicable, is not so cooperating or complying with such obligations, the other party may elect to extend the sixty (60) day period or other period of review, investigation or dispute, as applicable, for an amount of time equal to such period of non-cooperation or non-compliance.
Final Purchase Price Adjustments. (a) As soon as reasonably practicable following the Closing Date, but in no event more than sixty (60) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller an unaudited balance sheet of Seller as of the Closing Date substantially in the same form as the Balance Sheet (the “Closing Balance Sheet”), a statement of Working Capital of Seller as of the Closing Date (the “Working Capital Statement”) and a statement of the Acquired Cash as of the Closing Date (the “Final Acquired Cash Statement”). The Closing Balance Sheet, Working Capital Statement and Final Acquired Cash Statement shall be prepared in accordance with the Accounting Procedures, shall be calculated in accordance with the Working Capital calculation example or Acquired Cash calculation, as applicable, set forth on Section 2.3 of the Seller Disclosure Letter and shall incorporate the results of the meter readings, cash count, xxxxxx drop and slot system report, as applicable, as provided in Section 2.3(c). The Working Capital Statement will set forth, in reasonable detail and based on the Closing Balance Sheet, the amount of Working Capital of Seller as of the Closing Date (the “Closing Date Working Capital”). Seller and Buyer shall bear their own expenses in the preparation and review of the Closing Balance Sheet, Working Capital Statement and Final Acquired Cash Statement. Subject to applicable Law, Seller will use commercially reasonable efforts to cooperate with Buyer in connection with the preparation of the Final Acquired Cash Statement, the Closing Balance Sheet and Working Capital Statement and the calculation of Closing Date Working Capital, and will provide Buyer with reasonable access to any of Seller’s records not otherwise available to Buyer as a result of the transactions contemplated by this Agreement, to the extent necessary for the preparation of the Final Acquired Cash Statement, Working Capital Statement and the calculation of Closing Date Working Capital.
Final Purchase Price Adjustments. Within five (5) Business Days of the final determination of the Closing Date Financial Statements (and the Final Net Working Capital included therein), the Buyer or Sellers, as applicable, shall pay, or cause to be paid, the Final Net Working Capital Adjustment Amount.
Final Purchase Price Adjustments. Within five (5) Business Days of the final determination of the Closing Date Financial Statements (and the Final Net Working Capital, the Final Excluded Liabilities Amount and the Final Tax Amount included therein) (the “Payment Date”), the parties shall cause the Escrow Agent, pursuant to the specific terms and conditions of the Escrow Agreement, to (i) pay from the Escrow Account to the appropriate party or parties: (A) with respect to the Net Working Capital Escrow Amount, the Final Net Working Capital Adjustment Amount, (B) with respect to the Excluded Liabilities Escrow Amount, the Final Excluded Liabilities Adjustment Amount, and (C) with respect to the Tax Escrow Amount, the Final Tax Adjustment Amount; and (ii) disburse all remaining sums comprising or related to such escrowed amounts as directed by the terms of the Escrow Agreement. To the extent that the Net Working Capital Escrow Amount, Excluded Liabilities Escrow Amount or Tax Escrow Amounts are insufficient for any such payment, the party responsible (i.e., either the Acquiror (and SPC with respect to Acquiror’s obligations under this Section 2.12(e)) or the Stockholders’ Representative) for such amount shall pay, or cause to be paid, such deficiency to the other party, as appropriate, as further provided for with particularity in the Escrow Agreement.
Final Purchase Price Adjustments. (a) As soon as reasonably practicable following the Closing Date, but in no event more than sixty (60) days after the Closing Date, Buyer shall cause to be prepared and delivered to Company an unaudited statement of the Allocation Amount as of the Closing Date (the “Closing Statement”). The Closing Statement shall be prepared in accordance with the Accounting Procedures and shall be calculated in accordance with the Allocation Amount calculation example set forth in Section 2.3 of the Isle Disclosure Letter. The Closing Statement will set forth, in reasonable detail, the Allocation Amount as of the Closing Date (the “Closing Date Allocation Amount”). Company and Buyer shall bear their own expenses in the preparation and review of the Closing Statement. Parent and/or Company will use commercially reasonable efforts to cooperate with Buyer in connection with the preparation of the Closing Statement and the calculation of the Closing Date Allocation Amount, and will provide Buyer with reasonable access to any of Company’s records not otherwise available to Buyer as a result of the transactions contemplated by this Agreement, to the extent necessary for the preparation of the Closing Statement and the calculation of the Closing Date Allocation Amount.
Final Purchase Price Adjustments. (i) If the Net Working Capital shown in the Closing Balance Sheet determined pursuant to Section 4.4(c) or Section 4.4(e), as applicable, exceeds the Net Working Capital shown in the Preliminary Balance Sheet, the amount of such excess plus interest thereon from the Closing Date through the payment date at the prime rate of interest quoted in The Wall Street Journal on the second business day prior to the date of payment (the “Applicable Rate”) shall promptly be paid by Buyer to Members’ Representative for distribution to the Members, less any expenses payable pursuant to Section 10.8(g).
Final Purchase Price Adjustments. 13 Section 2.9. Records.............................................................................. 14 Section 2.10.
