Post-Closing Adjustments to the Purchase Price. Within 10 Business Days after the later of the acceptance of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement by the Shareholders or the resolution of any disputes under Section 2.1(o), as the case may be, the Cash Portion of the Purchase Price shall be redetermined as provided in Section 2.1(k)(i) based on the Closing Date Balance Sheet rather than the Estimated Closing Date Balance Sheet, and based upon the Interim Period Cash Flow Statement rather than the Estimated Interim Period Cash Flow Statement, and an appropriate adjusting cash payment shall be made by PentaStar to the Shareholders or by the Shareholders to PentaStar, as the case may be, so that the Cash Portion of the Purchase Price actually paid equals the Cash Portion of the Purchase Price determined on the basis of the Closing Date Balance Sheet and the Interim Period Cash Flow Statement. If the Closing Date Balance Sheet reflects Closing Date Liabilities that have not previously been paid by the Shareholders, such Closing Date Liabilities shall be paid at the time the adjusting payment is made under this Section 2.1(m), either by PentaStar out of any adjusting payment due from it hereunder or, if no such payment is due or such payment is less than the unpaid Closing Date Liabilities, by the Shareholders. If PentaStar has previously paid any such Closing Date Liability, it shall be reimbursed for said payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the reimbursement amount, by the Shareholders. Any adjustment in the Purchase Price made under this Section 2.1(m) shall be allocated as an adjustment to the consideration paid for the Company Shares. If the Closing Date Balance Sheet reflects a breach of Section 3.1(e)(iv), then PentaStar shall be paid the amount thereof by payment at the time the adjusting payment is made under this Section 2.1(m), either by offset against any adjusting payment due hereunder or, if no such payment is due or such payment is less than the breach amount, by the Shareholders.
Post-Closing Adjustments to the Purchase Price. (a) On or before ninety (90) days after the Closing Date, Seller shall prepare and deliver to Buyer a revised Statement setting forth the actual Purchase Price Adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the revised Statement. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Statement in order to permit Buyer to perform or cause to be performed an audit. The revised Statement shall become final and binding upon the parties on the 30th day following receipt thereof by Buyer (the "Final Settlement Date") unless Buyer gives written notice of its disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in detail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Statement (as revised in accordance with clause (i) or (ii) below) shall become final and binding on the parties on, and the Final Settlement Date shall be, the earlier of (i) the date Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date on which the Final Statement (as hereinafter defined) is issued by the Arbitrator (as hereinafter defined).
Post-Closing Adjustments to the Purchase Price. Promptly as practicable following the Closing Date, but in no event later than 30 days, Buyer shall prepare in good faith and deliver to Seller a final calculation of the Purchase Price and any adjustments thereto as of the Closing Date (the “Final Closing Date Statement”). Within thirty (30) days after the receipt of the Final Closing Date Statement (the “Objection Period”), the Seller shall (A) review the Final Closing Date Statement together with the workpapers used in the preparation thereof and (B) object to any item or items shown thereon. Until a Final Closing Date Statement is settled pursuant to this Section 2.3.4(a), Buyer shall (A) provide Seller and Seller's authorized representatives reasonable access during normal business hours to all relevant workpapers to the extent required to complete their review of the Final Closing Date Statement, and (B) cooperate with Seller and Seller's authorized representatives in connection with their reasonable requests regarding the review of the Final Closing Date Statement, including by providing on a timely basis all information necessary in reviewing the Final Closing Date Statement. Seller shall notify Buyer of any objections to the Final Closing Date Statement, setting forth a description of such objection and the dollar amount of such objection. If Seller does not object during the Objection Period, the Final Closing Date Statement shall be conclusive and binding on the Parties. If Seller objects during the Objection Period and Buyer and Seller are unable to resolve such objections within 20 days after delivery by Seller of its objections, then all disagreements shall be submitted for resolution to a certified public accounting firm of national standing who has not had a substantial relationship with either Buyer (or any of its Affiliates) or Seller (or any of its Affiliates) in the last two (2) years, and who is reasonably acceptable to Seller and Buyer (the “Independent Auditor”). The Independent Auditor shall be selected as promptly as practicable, but in no event later than 10 days following the expiration of such 20-day period. If Seller and Buyer cannot agree on the selection of the Independent Auditor within the 10-day period, then Seller and Buyer shall request the American Arbitration Association, New York office, to appoint the Independent Auditor. The American Arbitration Association's appointment of the Independent Auditor shall be final and binding. Each Party agrees to execute, if requeste...
Post-Closing Adjustments to the Purchase Price. The Closing Payment payable by Buyer to the Shareholders on the Closing Date pursuant to Section 2.2 hereof may be adjusted as follows. Within sixty (60) days after the Closing Date, Buyer and the Shareholders shall prepare a closing balance sheet for Armour as of the close of business on the Closing Date (the "Closing Balance Sheet"), which shall be mutually acceptable to the Shareholders and Buyer and their respective independent public accountants. The Closing Balance Sheet shall be prepared in accordance with GAAP and consistent with Armour's past practices. The amount of the Adjusted Purchase Price shall be increased or decreased, as the case may be, by the difference, if any, between the Adjusted Purchase Price determined in good faith as of the Closing Date and the Adjusted Purchase Price as such is determined based on the Closing Balance Sheet. If, as a result of the foregoing adjustment, the Adjusted Purchase Price is increased, Buyer shall pay the Shareholders, in accordance with their Percentage Interests, the amount of such increase by wire transfer of same-day funds within ten (10) business days of the date on which the parties agree on the Closing Balance Sheet. If, as a result of the post-closing adjustment, the Purchase Price is decreased, the Shareholders shall refund to Buyer, in accordance with their Percentage Interests, the amount of such decrease by wire transfer of same-day funds within ten (10) business days of the date on which the parties agree on the Closing Balance Sheet.
Post-Closing Adjustments to the Purchase Price. The amounts shown for the FleetShare Accounts Receivable less related reserves and the Inventory of the Business on the Closing Balance Sheet shall be compared to the comparable items as set forth below. If the amount shown for FleetShare Accounts Receivable on the Closing Balance Sheet less allowance for doubtful accounts (calculated by multiplying the amount shown for FleetShare Accounts Receivable (gross of reserves) on the Closing Balance Sheet by 1.047%) is larger than $3,919,487, Purchaser shall pay the excess to Seller. If the reverse is true, Seller shall pay the difference to Purchaser. If the amount shown for Inventory on the Closing Balance Sheet is larger than $844,648, Purchaser shall pay the excess to Seller. If the reverse is true, Seller shall pay the difference to Purchaser. In the event Seller shall owe Purchaser for one line item and Purchaser shall owe Seller for the other, the payments may be offset and the party owing the balance shall pay such amount to the other. All undisputed amounts shall be made by check or wire transfer within 10 days of the delivery of the Closing Statement. All disputed amounts will be paid by check or wire transfer within 10 days of the parties' ultimate agreement upon the amounts of FleetShare Accounts Receivable and Inventory as shown on the Closing Balance Sheet.
Post-Closing Adjustments to the Purchase Price. (a) Xxxx Xxxxxx, as the Tax Matters Person (as defined in the Code), jointly with the Company and Reserve, will cause to be prepared and delivered to the Shareholders, in a manner consistent with past practice and subject to the review and reasonable approval of MTLM, the Company's and Reserve's federal and state tax returns for the tax year ending December 31, 1996 (the "1996 Returns"), and the Company's and Reserve's federal and state tax returns for the partial tax year ending as of the Closing Date (the "1997 Partial Year Returns"). Provided the Closing has occurred, MTLM agrees to pay the Shareholders as an adjustment to the Purchase Price, an amount equal to the tax distribution payable to the Company by Reserve for the period from January 1, 1996, through the Closing, to the extent not otherwise paid by Reserve to the Company, in accordance with the terms and provisions of Section 8.2 (b) of the Partnership Agreement (as defined herein) (the "Additional Payments"). Provided the Closing has occurred, the Additional Payments due with respect to the period from January 1, 1996, to December 31, 1996, shall be paid to the Shareholders upon delivery to the Shareholders of the 1996 Returns and the Additional Payments due with respect to the period from January 1, 1997 to the Closing Date shall be paid to the Shareholders upon delivery of the 1997 Partial Year Returns.
Post-Closing Adjustments to the Purchase Price. Following delivery of the Closing Date Balance Sheet in accordance with Section 2.3, the Purchase Price will be adjusted as follows:
Post-Closing Adjustments to the Purchase Price. (a) Within 45 days following the Closing Date, the Purchaser shall prepare, or cause to be prepared, and deliver to the Seller, the Closing Date Balance Sheet, which shall set forth the Total Assets, Total Liabilities and Consolidated Total Shareholder’s Equity and shall be prepared in accordance with GAAP applied on a basis consistent with the Audited Balance Sheet Statement and using the same accounting policies, principles and practices that were used to prepare the Audited Balance Sheet Statement (the “Company Accounting Policies”) without any changes or modifications unless such changes or modifications are required by GAAP applied on a basis consistent with the Company Accounting Policies. If requested by the Purchaser, the Seller shall provide the Purchaser with reasonable assistance in preparing the Closing Date Balance Sheet.
Post-Closing Adjustments to the Purchase Price. (a) Within 150 days following the Closing Date, Buyers shall prepare and deliver to Sellers a schedule prepared in good faith by Buyers (the “Calculated Closing Schedule”), which shall set forth Buyers’ calculation, as of 12:01 A.M., New York City time, on the Closing Date, of:
Post-Closing Adjustments to the Purchase Price. (i) Attached hereto as Exhibit K is a balance sheet which represents Seller’s good faith estimate of its assets, liabilities and stockholders equity as of the Closing Date (the “Projected Balance Sheet”), which Projected Balance Sheet is marked (A) to distinguish assets that Seller acknowledges are Acquired Assets from assets that Seller believes are not Acquired Assets, and (B) to distinguish liabilities that Seller believes are Assumed Liabilities from liabilities that Sellers acknowledges are not Assumed Liabilities. During the sixty-day (60-day) period following the Closing, Buyer shall modify the Projected Balance Sheet to produce a balance sheet dated as of the Closing Date (the “Reviewed Closing Date Balance Sheet”) reflecting all changes required by GAAP and by information obtained by it subsequent to the Closing, which Closing Date Balance Sheet shall, at the Buyer’s expense, at a minimum be reviewed by Xxxx Xxxxxx & Xxxxxx.
