Post-Closing Adjustment to Purchase Price. Within thirty (30) days after the Closing Date, Seller shall deliver to Purchaser an unaudited Balance Sheet Report and an income statement of the Business, prepared as of the Effective Date (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with the Company's historical policies and procedures, consistently applied, and certified as true, complete and correct by Seller, Xx. Xxxxxxxx and Xx. Xxxxxx. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by Purchaser unless Purchaser furnishes written notice of Purchaser's disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by Purchaser to Seller in accordance with this SECTION 7.2, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Arbitrator (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to an arbitrator (the "Arbitrator") for review and resolution. The Arbitrator shall be such nationally recognized independent public accounting firm as shall be agreed upon by the Parties in writing, and all proceedings conducted by the Arbitrator shall be conducted at the offices of the Arbitrator in San Francisco, California. The Arbitrator shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Arbitrator. The cost of any arbitration (inc...
Post-Closing Adjustment to Purchase Price. The Purchase Price shall be subject to adjustment after the Closing as follows:
Post-Closing Adjustment to Purchase Price. On the Adjustment Date, the Purchase Price shall be adjusted, upwards or downwards. The "Adjusted Purchase Price" shall be an amount equal to the sum of (i) the product of (a) the Clearwire Net Share multiplied by (b) the Applicable Percentage, minus (ii) the positive difference, if any, between (a) the Fair Market Value of the Clearwire Stock on the Adjustment Date and (b) the Purchase Price. If the Adjusted Purchase Price is greater than the Purchase Price (such difference, the "Positive Adjustment"), then Parent shall issue to BHI additional shares of Class A Common Stock in an amount equal to the quotient of the Positive Adjustment and the Fair Market Value of the Clearwire Stock on the Adjustment Date. If the Adjusted Purchase Price is less than the Purchase Price (such difference, the "Negative Adjustment"), then BHI shall return to Clearwire shares of its Clearwire Stock in an amount equal to the quotient of the Negative Adjustment and the Fair Market Value of the Clearwire Stock on the Adjustment Date. In no event shall the Positive Adjustment exceed E20,000,000 and in no event shall the Negative Adjustment exceed E10,000,000. Within five (5) business days after the determination of the Fair Market Value of the Clearwire Stock, the Party required to issue or transfer shares of Class A Common Stock shall deliver to the other party an original stock certificates representing such shares, and if applicable, a signed stock power transferring such shares. All calculations under this Section 1.5 shall be made in USD based on the currency exchange rate in effect on the Adjustment Date. Notwithstanding anything to the contrary herein, if the aggregate amount of the Clearwire Investment is less than E40 million as of the Adjustment Date, then BHI shall not be required to pay the Negative Adjustment, if any.
Post-Closing Adjustment to Purchase Price. (a) Within 90 days after the Closing, Citizens shall prepare and deliver to Parent and IAWC a Statement of Net Assets (the "Closing Statement of Net Assets") which reflect the Acquired Assets, as of 11:59 p.m. on the Closing Date, based on actual financial performance and calculated in the same manner, utilizing the same accounting principles, policies and methods utilized in preparing the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 1999), together with (A) an audit report of Seller's Accountants stating that the Closing Statement of Net Assets have been prepared utilizing the same accounting principles, policies and methods used in the preparation of the Interim Statement of Net Assets and (B) a calculation of Citizens' determination of the amount of increase or decrease in the amount of the Acquired Assets of the Business from the Interim Statement of Net Assets Date to the Closing Date which is derived from the Closing Statement of Net Assets ("Seller's Adjustment Amount"). The Closing Statement of Net Assets shall not give effect to any purchase accounting treatment arising from Parent's and IAWC's purchase of their respective Acquired Assets. IAWC and Parent shall pay the fees and expenses of Seller's Accountants incurred in connection with this Section 2.6.4, each bearing the same proportion of such fees and expenses as its respective portion of the Purchase Price bears to the total Purchase Price. Parent and IAWC agree to cooperate, and agree to cause IAWC's Accountants to cooperate, with Citizens and Seller's Accountants in connection with the preparation of the Closing Statement of Net Assets, and related information, and shall provide to Citizens and Seller's Accountants such books, records and information as may be reasonably requested from time to time, including the work papers of IAWC's Accountants. Citizens will give Parent and IAWC and their representatives access during the normal business hours of Citizens to the personnel, books and records of Citizens and the work papers of Seller's Accountants to assist Parent and IAWC in the review of the Closing Statement of Net Assets and related matters. Parent and IAWC agree that, following the Closing through the date on which the Closing Statement of Net Assets are delivered, they will not take any actions with respect to any accounting books, records, policies or procedures on which the Closing Statement of Net Assets a...
Post-Closing Adjustment to Purchase Price. The parties hereto agree as follows:
Post-Closing Adjustment to Purchase Price. Subsection (b) of Section 2.05 of the Agreement is hereby amended and restated in its entirety to read as follows:
Post-Closing Adjustment to Purchase Price. The Company will calculate the Book Equity Value of the Company within ninety (90) days following the Closing Date. At that time the following adjustment to the Purchase Price will be made (the “Post Closing Adjustment Payment”) as follows: If the Book Equity Value exceeds the Cash Payment, the Purchaser shall make a cash payment to the Seller equal to One Hundred Ten Percent (110%) multiplied by the difference between the Book Equity Value and the Cash Payment no later than ninety (90) days post-Closing Date; If the Cash Payment exceeds One Hundred Ten Percent (110%) multiplied by the Book Equity Value, the Seller shall make a cash payment to the Purchaser equal to the difference between the Cash Payment and One Hundred Ten Percent (110%) multiplied by the Book Equity Value.
Post-Closing Adjustment to Purchase Price. (a) As soon as reasonably practical following (but not more than 60 days after) the Closing Date, Seller and Buyer shall jointly prepare an unaudited consolidated balance sheet of the ACBR Entities as of the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet will reflect the Adjustments and, except for the Adjustments, will be prepared in accordance with GAAP and on a basis consistent with the Financial Information of the ACBR Entities. The Closing Balance Sheet will set forth the actual amount of Working Capital of the ACBR Entities as of the Closing Date (the “Closing Date Working Capital”).
Post-Closing Adjustment to Purchase Price. Section 2.05 of the Agreement is hereby amended and restated in its entirety to read as follows: “The Company will calculate the Book Equity Value of the Company within ninety (90) days following the Closing Date. At that time the following adjustment to the Purchase Price will be made (the “Post Closing Adjustment Payment”) as follows: If the Cash Payment is less than One Hundred Ten Percent (110%) multiplied by the Book Equity Value, the Purchaser shall make a cash payment to the Seller equal to the difference between One Hundred Ten Percent (110%) multiplied by the Book Equity Value and the Cash Payment no later than ninety (90) days post-Closing Date; If the Cash Payment exceeds One Hundred Ten Percent (110%) multiplied by the Book Equity Value, the Seller shall make a cash payment to the Purchaser equal to the difference between the Cash Payment and One Hundred Ten Percent (110%) multiplied by the Book Equity Value.
Post-Closing Adjustment to Purchase Price. (a) Within 45 days after the Closing, Buyer may, at its sole discretion, prepare and deliver to Sellers a statement (the "Closing Balance --------------- Sheet") of the Closing Net Worth of the Business, immediately prior to the ----- Closing Date, determined in accordance with GAAP and on a basis consistent with Sellers' past practices to the extent such past practices are in accordance with GAAP and this Agreement, together with a calculation of the Adjustment Amount. For purposes hereof, (i) "
