Post-Closing Determination. No later than 120 days after the Closing Date, Seller will prepare (it being agreed that the Purchaser's employees and representatives (including PricewaterhouseCoopers) will be entitled to participate in such preparation together with Seller, subject to Seller's overall supervision and control of such preparation) and deliver to Purchaser a Closing Date balance sheet reflecting the assets and liabilities of the Division transferred to and assumed by Purchaser and its Affiliates and reflecting the Tangible Net Book Value of the Division (the "Draft Closing Date Balance Sheet"). If Purchaser disagrees with the calculation of the Tangible Net Book Value of the Division reflected on the Draft Closing Date Balance Sheet, Purchaser may, within 30 days after receipt of the Draft Closing Date Balance Sheet, deliver a notice (an "Objection Notice") to Seller setting forth any such disagreement. If Purchaser does not deliver an Objection Notice within such 30 day period, then the Tangible Net Book Value set forth on the Draft Closing Date Balance Sheet shall be deemed final and conclusive and binding on each of the parties. Purchaser and Seller will use reasonable best efforts to resolve any disagreements as to the calculation of the Tangible Net Book Value of the Division, but if they do not obtain a final resolution no later than 30 days after Seller's receipt of the Objection Notice, Purchaser and Seller will jointly retain an independent accounting firm of recognized national standing (the "Firm") to resolve any remaining disagreements. If Purchaser and Seller are unable to agree on the choice of the Firm, then the Firm will be a "big-five" accounting firm selected by lot (after excluding one firm designated by Purchaser and one firm designated by Seller). Purchaser and Seller will direct the Firm to render a determination within 30 days of its retention and Purchaser, Seller and their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts with respect to the Draft Closing Date Balance Sheet set forth in the Objection Notice which Purchaser and Seller are unable to resolve. Purchaser and Seller shall each make written submissions to the Firm promptly (and in any event no later than 15 days after the Firm's engagement), which submissions shall contain such party's computation of the Tangible Net Book Value and information, arguments, and support for such party's position. The Firm shall review su...
Post-Closing Determination. As promptly as practicable, but in no event later than sixty (60) days after the Closing, Parent shall deliver to the Member Representative Parent's determination of the actual amounts of Cash of the Company as of the close of business on the Closing Date (the "Final Closing Amount"). The Final Closing Amount shall be prepared in accordance with GAAP, based on the Company's books and records and other information then available. The Final Closing Amount shall take into account the Closing Dividend, if any, paid to the Company's Members prior to the Closing and all Transaction Expenses paid at or prior to the Closing. Parent shall provide access to and make reasonably available to the Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's determination of the Final Closing Amount. If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) and Parent and the Member Representative thereafter shall negotiate to resolve any such disagreement. If Parent and the Member Representative are unable to resolve any such disagreement within twenty (20) days after the Member Representative delivers its notice of disagreement to Parent, the Member Representative and Parent shall submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Accounting Firm. Parent and the Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Final Closing Amount at an amount determined by the Member Representative or at an amount determined by Parent or at any amount between such amounts. The resolution of such disagreements and the determination of the Final Closing Amount by the Accounting Firm shall be final and binding on Parent, the Member Representative and the Members. Parent and the Member Representative (on behalf of the Members) shall each pay one half of the fees and expenses of t...
Post-Closing Determination. (a) Within ninety (90) days after the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to the Securityholder Representative a written statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies as of the Measurement Time prepared in accordance with the Accounting Principles, a statement of the Net Adjustment Amount, and a calculation of the following:
Post-Closing Determination. Within forty-five (45) days after the Closing Date, the Buyer and its auditors shall prepare and deliver to the Securityholder Representative (i) the Buyer’s determinations of the Cash Amount, the Indebtedness Amount, and the Net Working Capital Amount, and (ii) the Buyer’s calculation of the Purchase Price (collectively, the “Draft Computation”). The Draft Computation shall be prepared and the Cash Amount, the Indebtedness Amount, and the Net Working Capital Amount shall be determined on a consolidated basis using the same accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Latest Balance Sheet or, to the extent applicable, in accordance with any changes to such accounting methods, policies, principles, practices and procedures which are documented in the Company’s books and records prior to the Closing, and shall not include any changes in assets or liabilities as a result of purchase or other non-cash accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The parties agree that the purpose of preparing the Draft Computation and determining the Cash Amount, the Indebtedness Amount, and the Net Working Capital Amount and the related purchase price adjustment contemplated by this Section 2.04 is to measure the amount of Cash and Indebtedness and changes in Net Working Capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Draft Computation or determining Cash, Indebtedness or Net Working Capital. The Company and its auditors will make available to the Buyer and its auditors, employees and advisors all records and work papers used in preparing the Estimated Purchase Price. The Buyer and its auditors will make available to the Securityholder Representative and its auditors, employees and advisors all records and work papers used in preparing the Draft Computation and will prepare and deliver to the Securityholder Representative a detailed analysis of the changes behind any material variance(s) between the Buyer’s determination of the Cash Amount, the Indebtedness Amount and the Net Working Capital Amount, and the corresponding estimates of such amounts as determined by the Company pursuant t...
Post-Closing Determination. As soon as reasonably practical following the Closing Date, but in no event later than 120 days following the Closing Date, Purchaser shall deliver to Sellers (i) the Closing Date Schedule of Purchased Assets and Assumed Liabilities, prepared in accordance with the Transaction Accounting Principles, the Closing Date Mortgage Loan Schedule and the Closing Date Servicing Advance Schedule, and (ii) a statement (the “Purchase Price Adjustment Statement”) setting forth Purchaser’s calculation (prepared on an unaudited basis in accordance with the Transaction Accounting Principles and, with respect to principal balance, Book Value and other amounts to be determined by reference to the Books and Records, on a basis consistent with the Closing Date Schedule of Purchased Assets and Assumed Liabilities, the Closing Date Mortgage Loan Schedule and the Closing Date Servicing Advance Schedule) of the Purchase Price as of the Closing Date. Sellers shall provide Purchaser and its representatives full cooperation, including full access to books, records and employees in connection with the preparation of the Purchase Price Adjustment Statement.
Post-Closing Determination. (a) Within sixty (60) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail.
Post-Closing Determination. (i) To the extent that the Estimated Purchase Payment Amount shall have been more than the sum of the Total Adjusted Capital of the European Subsidiaries and Europe Assets Value, the amount of such difference (less any interim payments to Buyer pursuant to Section 1.2(c)(i)) shall be paid to Buyer by Escrow Agent in accordance with the terms of the Escrow Agreement within five business days after the determination of such amount. The balance of the Escrow Fund together with interest earned on all amounts distributed to Seller, if any, shall thereafter be paid to Seller. To the extent the amount of the Escrow Fund is insufficient to pay to Buyer the excess of the Estimated Purchase -6- Payment Amount over the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, Merisel shall pay to Buyer any shortfall within five business days of the determination of such amount by wire transfer. To the extent that the Estimated Purchase Payment Amount is less than the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, the total Escrow Payment plus a cash consideration equal to the amount of any remaining difference (less any interim payments to Europe, pursuant to Section 1.2(c)(i)) shall be paid by Buyer to Europe, within five business days after the determination of such amount, by wire transfer. Notwithstanding anything to the contrary in this Agreement, the terms of the Escrow Agreement shall govern all payments to Buyer or Europe from the Escrow Fund.
Post-Closing Determination. (i) Within sixty (60) days after the Closing Date, Acquiror shall conduct a review of the Closing Working Capital and shall deliver to the Member Representative a statement (the "Closing Statement") setting forth Acquiror's calculation of Closing Working Capital, Closing Cash, Closing Indebtedness and Company Transaction Expenses. The Closing Statement shall also contain the draft balance sheet from which the Closing Working Capital was determined and back-up calculations from which Closing Indebtedness was determined. Acquiror will prepare the Closing Statement on an accrual basis in accordance with GAAP using the same accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the preparation of the Company's Financial Statements.
Post-Closing Determination. (i) Within thirty (30) calendar days after the Closing Date, Buyer will conduct a review of the Working Capital Amount as of the Closing Date (the “Closing Date Working Capital Amount”) and will prepare and deliver to Shareholders’ Representative a balance sheet of the Company Group as of the Closing Date (the “Closing Date Balance Sheet”) together with a computation of the Closing Date Working Capital Amount. The Closing Date Balance Sheet shall be prepared in accordance with the GAAP using the same accounting methods, policies, practices and procedures, with consistent classification, judgments and estimation methodology as were used in preparation of the Most Recent Balance Sheet (provided that in the event of any conflict between GAAP and consistency, GAAP will control).
Post-Closing Determination. Within ninety (90) days after the Closing Date, Purchaser shall prepare a statement (the “Closing Working Capital Statement”) of the Working Capital of the Company as of the open of business on the Closing Date (the “Closing Working Capital”). During the period of any dispute with respect to any item set forth in this Section 1.5, Purchaser shall provide Seller full access to the books, records, facilities and employees of the Company, and shall cooperate with Seller to the extent reasonably requested by Seller to investigate the basis for such dispute. Not later than thirty (30) calendar days after receipt of the Closing Working Capital Statement by Seller, Seller shall provide Purchaser with a list of those items, if any, to which Seller takes exception and Seller’s proposed adjustment (the “Working Capital Report”). If Seller fails to deliver to Purchaser the Working Capital Report within thirty (30) calendar days following receipt of the Closing Working Capital Statement, Seller shall be deemed to have accepted the Closing Working Capital Statement for the purposes of any Merger Consideration adjustment under Section 1.5(c) hereof. If Purchaser does not give Seller notice of objections within thirty (30) calendar days following receipt of the Working Capital Report by Purchaser, Purchaser shall be deemed to have accepted the Working Capital Report for the purposes of any Merger Consideration adjustment under Section 1.5(c) hereof. If Purchaser gives Seller notice of objections to the Working Capital Report, and if Purchaser and Seller are unable, within fifteen (15) calendar days after receipt by Seller of the notice by Purchaser of objections, to resolve the disputed exceptions, such disputed exceptions will be referred to a firm of independent certified public accountants (“Independent Accounting Firm”) mutually acceptable to Purchaser and Seller. The Independent Accounting Firm shall, within sixty (60) days following its selection, deliver to Purchaser and Seller a written report determining such disputed exceptions, and its determinations will be conclusive and binding upon the parties thereto for the purposes of any Merger Consideration adjustment under Section 1.5(c) hereof. The fees and disbursements of the Independent Accounting Firm acting under this Section 1.5(b) shall be shared equally by Purchaser and Seller.
