Post-Closing Adjustments Sample Clauses
The Post-Closing Adjustments clause defines the process for recalculating certain financial terms of a transaction after the closing date, based on actual figures rather than estimates. Typically, this involves comparing estimated values used at closing—such as working capital, cash, or debt levels—to the actual amounts determined after closing, and then making payments to reconcile any differences. This clause ensures that both parties receive or pay the correct amount based on the true financial position at closing, thereby preventing disputes and ensuring fairness in the final transaction price.
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Post-Closing Adjustments. As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event
(a) the Final Purchase Price is more than the Estimated Final Purchase Price, Purchaser shall pay to Seller the amount of such difference, or
(b) the Final Purchase Price is less than the Estimated Final Purchase Price, Seller shall pay to Purchaser the amount of such difference, in either event by wire transfer in immediately available funds. Payment by Purchaser or Seller, as t...
Post-Closing Adjustments. After the Closing Date, Seller and Buyer shall make post-Closing adjustments in accordance with the following:
Post-Closing Adjustments. The Base Purchase Price set forth in ------------------------
Section 1.1 hereof shall be subject to adjustment after the Closing Date as follows:
(a) As promptly as possible following the Closing Date, Buyer shall cause KPMG Peat Marwick LLP, independent public accountants for Buyer ("Buyer's Auditors"), to conduct an audit of the books and records of the Company and to determine the value of the Accounts Receivable (as defined in Section 2.10) as of the Closing Date. Not later than sixty (60) days after the Closing Date, Buyer shall cause Buyer's Auditors to deliver a balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet") to each of the parties to this Agreement. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied consistently with the Company's past practice (to the extent that such past practice was in accordance with GAAP), without any adjustments applicable solely as a result of the acquisition of the Shares by Buyer on the Closing Date, and shall be certified without qualification by Buyer's Auditors. The Closing Balance Sheet shall be accompanied by a statement prepared by the Buyer's Auditors setting forth the basis for the determination of the items and values reflected on the Closing Balance Sheet (including without limitation the value of the Accounts Receivable).
(b) The Stockholders' Representative (as defined in Section 1.7 below) and one firm of independent certified accountants (if hired, in the sole discretion of the Stockholders' Representative) acting on behalf of the Stockholders and the Stockholders' Representative (the "Stockholders' Auditors") shall have the right to review the work papers of Buyer's Auditors utilized in preparing the Closing Balance Sheet, and shall have full access to the books, records, properties and personnel of the Company for purposes of verifying the accuracy and fairness of the presentation of the Closing Balance Sheet. The Stockholders and Stockholders' Auditors shall work in good faith and cooperate with Buyer and the Buyer's Auditors in the preparation of the Closing Balance Sheet and the resolution of any dispute in connection therewith pursuant to paragraph (c) below.
(c) The values or amounts for each item reflected on the Closing Balance Sheet shall be binding upon the Stockholders and the Stockholders' Representative, unless the Stockholders' Representative gives written notice within sixty (60) days afte...
Post-Closing Adjustments. (a) Not later than 30 days after the Effective Time (the "Post-Closing Balance Sheet Delivery Date"), Huntington shall deliver to Purchaser a balance sheet dated as of the Effective Time and prepared in accordance with generally accepted accounting principles consistently applied reflecting the assets sold and assigned and the liabilities transferred and assumed hereunder (the "Post-Closing Balance Sheet"), including, but not limited to, the specific items described in paragraph 2.2(a)(1) through (4) above, as adjusted, together with a copy of Huntington's calculation of the adjusted purchase price and amounts payable thereunder. Additionally, Huntington shall deliver to Purchaser a final list of Loans purchased, individually identified by account number. Huntington shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Huntington in preparing the Post-Closing Balance Sheet. Within 15 days following the Post-Closing Balance Sheet Delivery Date (the "Adjustment Payment Date"), Huntington and Purchaser shall meet at the offices of Huntington in Columbus, Ohio, or such other location as may be mutually agreed, to effect the transfer of any funds as may be necessary to reflect changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Post-Closing Balance Sheet and resulting changes in the purchase price, together with interest thereon computed from the Effective Time to the Adjustment Payment Date at the applicable Federal Funds Rate (as hereinafter defined).
(b) In the event that a dispute arises as to the appropriate amounts to be paid to either party on the Adjustment Payment Date, each party shall pay to the other on such Adjustment Payment Date all amounts other than those as to which a dispute exists. Any disputed amounts retained by a party which are later found to be due to the other party shall be paid to such other party promptly upon resolution with interest thereon from the Effective Time to the date paid at the applicable Federal Funds Rate.
(c) The Federal Funds Rate shall be the mean of the high and low rates quoted for Federal Funds in the Money Rates column of The Wall Street Journal adjusted as such mean may increase or decrease during the period between the Effective Time and the date paid.
Post-Closing Adjustments. The Total Consideration shall be adjusted after the Closing Date as follows:
(i) Within ninety (90) days following the Closing Date, the Operating Partnership shall prepare and deliver to the Contributors a statement setting forth a calculation of the aggregate Net Working Capital of the Initial Property Owners and the Gibralt Initial Property Owner (as defined in the Gibralt Contribution Agreement) as of 12:00 A.M., New York City time, on the Closing Date (the “Closing Date Net Working Capital”), which calculation shall be prepared in a manner consistent and using the same methodology with the most recent available balance sheet attached hereto as, and any other adjustments shown on, Schedule 1.02(b), and, to the extent not inconsistent with said Schedule, in accordance with GAAP. For purposes of this Agreement “Net Working Capital” as of any particular date shall be calculated by subtracting (x) the aggregate balances in the current liabilities accounts identified on Schedule 1.02(b)(i) as of such date from (y) the aggregate balances of the current asset accounts listed on Schedule 1.02(b)(i) as of such date, in each case, determined in accordance with GAAP, subject to the modifications described on Schedule 1.02(b)(i).
(ii) The Operating Partnership shall comply with the Contributors’ reasonable requests for supporting documentation used in the preparation of the Closing Date Net Working Capital and to access the Initial Property Owners books and records pertaining thereto. Except as set forth below, the Closing Date Net Working Capital shall be deemed to be and shall be final, binding and conclusive on the parties upon the earlier of (the “Final Resolution Date”):
(a) the Contributors’ delivery of a written notice to the Operating Partnership of its approval of the Closing Date Net Working Capital; (b) the failure of the Contributors to notify the Operating Partnership in writing in accordance with Section 1.02(b)(iii) of a dispute with the Closing Date Net Working Capital (an “Objection Notice”); and (c) the resolution of all disputes, pursuant either to Section 1.02(b)(iv) or to Section 1.02(c), by the Independent Accounting Firm.
(iii) If the Contributors disagree with the Closing Date Net Working Capital, the Contributors may, within thirty (30) days of the delivery by the Operating Partnership of the Closing Date Net Working Capital and such supporting documentation as requested pursuant to Section 1.02(b)(ii), deliver an Objection Notice setting ...
Post-Closing Adjustments. (a) Within 60 days after the Closing Date, Monsoon shall prepare and deliver to Indigo Parent a statement (the “WC Statement”), certified by an officer of Monsoon, setting forth Monsoon’s good faith calculation of (i) Monsoon Working Capital as of the close of business on the Closing Date (“Monsoon Closing Date Working Capital”), (ii) Monsoon Net Cash as of the close of business on the Closing Date (“Monsoon Closing Date Net Cash”) and (iii) Indigo Working Capital as of the close of business on the Closing Date (“Indigo Closing Date Working Capital”). Each of Monsoon Closing Date Net Cash, Monsoon Closing Date Working Capital and Indigo Closing Date Working Capital shall be calculated in accordance with the Agreed Accounting Principles and the definitions and illustrative calculations set forth in this Agreement (including Schedule 3.02 hereto).
(b) During the 30-day period following Indigo Parent’s receipt of the WC Statement, Indigo Parent and its Representatives shall be permitted to review the working papers relating to the WC Statement. The WC Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless Indigo Parent gives written notice of its disagreement with the WC Statement (a “Notice of Disagreement”) to Monsoon prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on Monsoon Closing Date Working Capital, Monsoon Closing Date Net Cash or Indigo Closing Date Working Capital not being calculated in accordance with this Agreement (including the Agreed Accounting Principles). If a Notice of Disagreement is received by Monsoon in a timely manner, then the WC Statement (as revised in accordance with this sentence) shall become final and binding upon Indigo Parent and Monsoon on the earlier of (A) the date Indigo Parent and Monsoon resolve in writing any differences they have with respect to the items specified in the Notice of Disagreement and (B) the date any disputed items are finally resolved in writing by the Accounting Firm. During the 30-day period following the delivery of a Notice of Disagreement, Indigo Parent and Monsoon shall seek in good faith to resolve in writing any differences that they may have with respect to the items specified in the Notice of Disagreement. During such period, Monsoon and its Representatives shall have access to the worki...
Post-Closing Adjustments. Purchaser or Seller may request that Purchaser and Seller undertake to re-adjust any item on the Proration Schedule (or any item omitted therefrom), with the exception of real property taxes which shall be final and not subject to readjustment, in accordance with the provisions of Section 5.4 of this Contract; provided, however, that neither party shall have any obligation to re-adjust any items (a) after the expiration of 60 days after Closing, or (b) subject to such 60-day period, unless such items exceed $5,000.00 in magnitude (either individually or in the aggregate).
Post-Closing Adjustments. As soon as practicable (and in no event more than 90 calendar days) after the Closing, Seller shall prepare and deliver to Buyer, in accordance with this Agreement (including Exhibit “D”) and generally accepted accounting principles, a statement (herein called the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments. Within fifteen calendar days after receipt of the Final Settlement Statement, Buyer shall deliver to Seller a written report containing any changes that Buyer proposes be made to the Final Settlement Statement. The parties shall undertake to agree with respect to the amounts due pursuant to such post-Closing adjustment no later than 60 calendar days thereafter. If no such agreement can be reached, either Party may refer the matter to arbitration. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date”. In the event that (1) the Final Purchase Price is more than the Closing Amount, Buyer shall pay to Five States in immediately available funds the amount of such difference, or (2) the Final Purchase Price is less than the Closing Amount, Seller shall pay to Buyer in immediately available funds the amount of such difference. Payment by Buyer or Seller shall be made within five calendar days of the Final Settlement Date.
Post-Closing Adjustments. The Buyer and the Sellers agree that the Purchase Price will be further adjusted after the Closing Date in accordance with the provisions of Section 2 of this Agreement.
Post-Closing Adjustments. (a) No later than the 90th day following the Closing Date, Acquiror will prepare and deliver to the Shareholders’ Representative a consolidated balance sheet of the Company and the Company Subsidiaries as of the Adjustment Time (the “Closing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth Acquiror’s determination of the amount of the Merger Consideration. Acquiror will prepare the Closing Balance Sheet and the Closing Statement (including the determinations included therein) in accordance with Section 2.5(c).
(b) During the 60-day period immediately following the Shareholders’ Representative’s receipt of the Closing Balance Sheet and the Closing Statement or in the event the Acquiror shall fail to deliver the Closing Balance Sheet and the Closing Statement within such 90-day period (in which case, for purposes of this Section 2 the Price Certification Certificate will be treated as the Closing Balance Sheet and the Closing Statement), the Shareholders’ Representative and its representatives (i) will be permitted to review, during normal business hours and upon reasonable notice, the Surviving Corporation’s and the Company Subsidiaries’ books and records and the working papers related to the preparation of the Closing Balance Sheet and the Closing Statement (including the determinations included therein), and (ii) will be given reasonable access, during normal business hours and upon reasonable notice, to knowledgeable employees and accounting professionals of Acquiror in order to facilitate the Shareholders’ Representative’s review of the Closing Balance Sheet and the Closing Statement; provided, however, that the review and access described in clauses (i) and (ii) will be conducted at times and in a manner that does not unreasonably interfere with the operation of Acquiror’s, the Surviving Corporation’s or the Company Subsidiaries’ respective businesses. The Closing Balance Sheet and the Closing Statement (including the determinations included therein) will become final, binding and conclusive upon Acquiror, the Company Stockholders and the Optionholders (a) on the 60th day following the Shareholders’ Representative’s receipt thereof, unless Acquiror receives from the Shareholders’ Representative prior to such 60th day written notice of the Shareholders’ Representative’s disagreement (a “Dispute Notice”) with any account or determination set forth in the Closing Balance Sheet or the Closing Statement or (b) on such earli...