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. (A) Within ninety (90) days after the Closing Date, the Buyer shall prepare and deliver to the Representative a statement setting forth the Buyer’s calculation of Closing Net Working Capital and Closing Net Indebtedness, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the Acquisition) and a calculation of Closing Net Working Capital (the “Closing Net Working Capital Statement”) and Closing Net Indebtedness (the “Closing Net Indebtedness Statement”).
(B) During the Objections Statement Period (as defined below) and the Resolution Period (as defined below), the Buyer shall (i) give the Representative and its advisors and consultants reasonable access to the books, records, work papers, schedules, memoranda and other documents prepared or reviewed by the Buyer in connection with the preparation of the Closing Net Working Capital Statement and the Closing Net Indebtedness Statement (collectively, the “Preliminary Statements”) and (ii) cooperate with the Representative and its advisors and consultants, including the provision on a reasonably timely basis, following the request of the Representative, of information reasonably requested and access to personnel of the Company and Buyer that is necessary or useful in connection with analyzing the Preliminary Statements; provided, that such access does not unreasonably interfere with the business or operations of the Buyer or its Affiliates, including the Company and its Subsidiaries. If the Representative has any objections to the Preliminary Statements, the Representative shall deliver to the Buyer a statement setting forth its objections identifying with reasonable specificity the items with which the Representative disagrees and setting forth the amount in dispute and the reasons supporting the Representative’s positions (an “Objections Statement”). The Representative shall not challenge the Preliminary Statements on any basis other than as set forth in a timely delivered Objections Statement and shall be deemed to have agreed with all other items and amounts contained in the Preliminary Statements, except to the extent of any new information learned by the Representative in the course of negotiations during the Resolution Period or during the proceedings referred to in clause (C) below. If an Objections Statement is not delivered to the Buyer within thirty (30) days after delivery of the Preliminary Statements (the “Objections Statement Period”), the...
Post-Closing Adjustments. The Sub 1 Consideration, the REIT Consideration and the Sub 2 Consideration (the “Adjustable 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 Sub 1, Sub 2 and the REIT (the “Adjustable 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 12:01 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 Adjustable 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 Adjustable 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 Adjustable 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 Adjustable Contributors disagree with the Closing Date Net Working Capital, the Adjustable Contributors may, within thirty (30) days of the delivery by t...
Post-Closing Adjustments. After the Closing Date, Seller and Buyer shall make post-Closing adjustments in accordance with the following:
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. (a) Within ninety (90) days after the Principal Closing Date, Buyer shall prepare and deliver to Sellers a proposed final statement (the “Fiduciary Adjustment Statement”) reflecting Buyer’s calculation of the Closing Date Unrestricted Fiduciary Cash (as may be adjusted pursuant to this Section 2.11, the “Final Unrestricted Fiduciary Cash”).
(b) Within one hundred eighty (180) days after the Principal Closing Date, Buyer shall prepare and deliver to Sellers a proposed final closing statement (the “Final Closing Statement”) reflecting Buyer’s calculation of:
(i) the Closing Date Cash, Closing Date Net Working Capital and Closing Date Indebtedness;
(ii) the difference between the Preliminary Upfront Purchase Price and the final Upfront Purchase Price shown on the Final Closing Statement (by substituting the Closing Date Cash, Closing Date Net Working Capital, Closing Date Indebtedness shown on the Final Closing Statement for those previously appearing on the Preliminary Closing Statement); and
(iii) the resulting final Upfront Purchase Price (as may be adjusted pursuant to this Section 2.11, the “Final Upfront Purchase Price”).
(c) The Final Closing Statement and the Fiduciary Adjustment Statement shall be prepared in good faith and in accordance with the Accounting Principles and the definitions contained herein. Nothing in this Section 2.11 is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Business Financial Data, or any actual or alleged failure of the Business Financial Data to be prepared in accordance with GAAP. Buyer shall not be permitted to introduce accounting principles, procedures, policies, practices, estimates, judgments or methodologies that are inconsistent with the Accounting Principles in the preparation of the Final Closing Statement or the determination of Closing Date Net Working Capital, Closing Date Cash or Closing Date Indebtedness.
(d) Sellers may dispute Buyer’s calculation of the Final Closing Statement (or any element thereof) or the Fiduciary Adjustment Statement by notifying Buyer in writing, setting forth in reasonable detail the particulars of such disagreement (the “Notice of Objection”), within sixty (60) days after Sellers’ receipt of the Final Closing Statement or within fifteen (15) days of Sellers’ receipt of the Fiduciary Adjustment Statement, as applicable. Any item or amount as to which no dispute is raised in the Notice of Objection shall be final, conclusi...
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. Notwithstanding anything to the contrary contained in this Section 8, (i) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be more than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts, and Seller shall pay to Buyer any increase in the amount of such real property taxes and assessments applicable to any period before Closing and Buyer shall be responsible for payment of the same, even if the same are so-called “escaped assessments” which are not liens against the Property; provided, however, that Seller shall not be required to pay to Buyer any portion of such increase that is payable by Tenants under their respective Leases; and (ii) if the amount of the real property taxes and assessments payable with respect to the Property for any period before Closing is determined to be less than the amount of such real property taxes and assessments that is prorated herein (in the case of the current year) or that was paid by Seller (in the case of any prior year), due to an appeal of the taxes by Seller, a reassessment of the value of the Property or otherwise, Seller and Buyer shall promptly adjust the proration of such real property taxes and assessments after the determination of such amounts (net of any costs incurred by Seller in connection with pursuing any appeal thereof), and (A) Buyer shall pay to Seller any refund received by Buyer representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Buyer shall not be required to pay to Seller any portion of such refund (other than a portion of such refund equal to the amount of all costs incurred by Seller in connection with pursuing any appeal thereof) which is payable to Tenants under their respective Leases; and (B) Seller shall be entitled to retain any refund received by Seller representing such a decrease in the amount of such real property taxes and assessments applicable to any period before Closing; provided, however, that Seller shall pay to Buyer that portion of any such refund, after first deducting a...
Post-Closing Adjustments. (a) No later than the 75th day following the Closing Date (the “Delivery Date”), Purchaser will prepare and deliver to the Stockholder Representative a consolidated balance sheet of the Amtrol Companies as of the Adjustment Time (the “Closing Balance Sheet”), together with a statement (the “Closing Statement”) setting forth Purchaser’s calculation of the Merger Consideration and each of the components thereof, including a presentation of the calculations of the items comprising the Closing Working Capital, Closing Cash, Company Indebtedness and Company Transaction Expenses as of the Closing Date. Purchaser will prepare the Closing Balance Sheet and the Closing Statement (including the determinations included therein) in accordance with Section 3.10(e). The parties hereto acknowledge and agree that no adjustments shall be made to the Working Capital Target.
(b) During the sixty (60)-day period immediately following the Stockholder Representative’s receipt of the Closing Balance Sheet and the Closing Statement, or in the event Purchaser shall fail to deliver the Closing Balance Sheet and the Closing Statement on or prior to the Delivery Date (in which case, at the Stockholder Representative’s option, the Pre-Closing Calculation delivered in accordance with Section 3.3 will be deemed to be the Closing Statement and the Estimated Merger Consideration set forth therein will be deemed to be the Final Merger Consideration for all purposes hereof), during the sixty (60)-day period immediately following the Delivery Date, the Stockholder Representative and its representatives (1) will be permitted to review, during normal business hours and upon reasonable notice, the Company’s and Purchaser’s books and records and the working papers (but not the working papers of the Company’s or Purchaser’s accounting firm) that are relevant to the preparation of the Closing Balance Sheet and the Closing Statement (including the determinations included therein), and (2) will be given access, during normal business hours and upon reasonable notice, to knowledgeable employees and accounting professionals of Purchaser and the Company as are reasonably necessary and relevant to facilitate the Stockholder Representative’s review of the Closing Balance Sheet and the Closing Statement. The Closing Balance Sheet and the Closing Statement (including the determinations included therein) will become final, binding and conclusive upon Purchaser and the Stockholder Representative upon the ear...