Post-Closing Determinations Sample Clauses

The "Post-Closing Determinations" clause outlines the procedures and standards for assessing certain financial or operational metrics after a transaction has officially closed. Typically, this clause specifies how final purchase price adjustments, working capital calculations, or other contingent amounts are to be determined, often within a set timeframe and using agreed-upon accounting principles. Its core function is to ensure both parties have a clear, fair process for resolving any discrepancies or adjustments that arise after closing, thereby reducing the risk of disputes and ensuring the transaction reflects the intended value.
Post-Closing Determinations. (a) The Purchaser and its auditors will conduct a review (the "Closing Review") within sixty (60) days after the Closing Date, of -------------- (i) the Revenues during the month of March 1999 of the Retail Customers and the Call Back Customers, (ii) the Purchased Subsidiaries, including an analysis of Net Working Capital thereof, as of the Effective Closing Date, and (iii) the Accounts Receivable of the Seller as of the Effective Closing Date, and (iv) the items included in the estimates delivered pursuant to Section 1.2.3 (other than clauses (a) and (c) thereof) (collectively, the "Other Items"). ------------ (b) Based on the Closing Review, the Purchaser and its auditors will prepare and deliver to the Seller a computation of the Purchase Price based on such items, in accordance with GAAP (the "Draft Price Calculation"). The ----------------------- Purchaser and its auditors will give the Seller and its auditors an opportunity to observe the Closing Review and will make available to Seller all records and work papers used in preparing the Draft Price Calculation. If the Seller disagrees with the computation of any of the items contained in the Draft Price Calculation, the Seller may, within thirty (30) days after receipt of the Draft Price Calculation, deliver a notice (an "Objection Notice") to the Purchaser ---------------- setting forth the Seller's calculation of the amount(s) of any disputed items. With respect to any items as to which no dispute exists, the Seller or the Purchaser, as the case may be, shall, within thirty (30) days after receipt of the Draft Price Calculation, pay the other party any post-closing adjustment as contemplated by Section 1.2.4 (the "Interim Payments"). With respect to any ---------------- items in the Draft Price Calculation as to which there is a dispute, the Purchaser and the Seller will use reasonable efforts to resolve the disagreement within twenty (20) days after the Purchaser has received the Objection Notice. If the Parties do not obtain such a final resolution within such 20-day period, the Purchaser and the Seller will jointly retain an independent accounting firm of recognized national or regional standing (the "Firm") to resolve any ---- remaining disagreements. If the Purchaser and the Seller are unable to agree on the choice of the Firm, the Firm will be a "big-five" accounting firm selected by lot (after excluding one firm designated by each of the Purchaser and the Seller). The Purchaser and the Seller...
View SourceView Similar (2)
Post-Closing Determinations. Within 90 days after the First Closing Date, (i) Triton shall deliver to Cingular and AWS a written good faith estimate of the Virginia Post-Closing Date Working Capital Amount prepared in accordance with this ARTICLE 6 (the “Triton Determination”) and (ii) AWS shall deliver to Triton a written good-faith estimate of the Multi-Area Post-Closing Date Working Capital Amount prepared in accordance with this ARTICLE 6 (the “AWS Determination”). The Triton Determination and the AWS Determination shall be, except as set forth on Exhibits E-1, E-2, G-1 and G-2, (i) based upon the books and records of the Virginia Business and the Multi-Area Business, respectively; (ii) on a basis consistent with that used in, and presented on the same basis as, the most recent quarter-end balance sheet included in the Virginia Interim Financial Statements and the Multi-Area Interim Financial Statements, respectively; and (iii) accompanied by (A) supporting documents, work papers, subscriber records and other supporting data, including without limitation the appropriate Virginia Interim Financial Statements and Multi-Area Interim Financial Statements and (B) a certificate of an officer of Triton or AWS, as applicable, certifying that the Triton Determination or the AWS Determination, as applicable, was calculated in accordance with the provisions of this ARTICLE 6. If the First Closing occurs on a date that is not the last day of the month, the parties shall in good faith cooperate to allocate revenues and expenses of the Virginia Business and the Multi-Area Business for the month in which the First Closing occurs in a fair and reasonable manner, consistent with the methodology set forth on Exhibits E-1, E-2, G-1 and G-2 so that, to the extent reasonably practicable, the result of such allocation together with the payment of working capital as of the Post-Closing Date pursuant to the foregoing procedures will result in Cingular and Triton receiving or paying in the aggregate, for purposes of the adjustments described in the provisions of this ARTICLE 6, the same amount that they would have received or paid if the working capital had been calculated as of the end of the day on the Closing Date.
View Source
Post-Closing Determinations. (a) Within one hundred eighty (180) days following the Initial Closing Date, the Buyer Parties shall cause to be prepared and delivered to the Equityholder Representative a statement (the “Initial Closing Statement”) of the Buyer Parties’ calculations of the following amounts (it being clarified, that the following shall be calculated without duplication so as to avoid “double-counting” of assets or amounts otherwise taken into account in determining the Purchase Price and/or any adjustments thereto): (i) as of the Initial Closing Date, (A) the Closing IPA Cash-to-Claims Amount, (B) the Target IPA TNE (the “Closing IPA TNE”), (C) the Initial Closing Funded Indebtedness, and (D) the Transaction Expenses of the Group Companies as of the Initial Closing (“Initial Closing Company Transaction Expenses”), and (ii) a recalculation of the Initial Closing Payment based on the calculation of the foregoing amounts. (b) Within twelve (12) months following the Second Closing Date, the Buyer Parties shall cause to be prepared and delivered to the Equityholder Representative a statement (the “Second Closing Statement”) of the Buyer Parties’ calculations of the following amounts (it being clarified, that the following shall be calculated without duplication so as to avoid “double-counting” of assets or amounts otherwise taken into account in determining the Purchase Price and/or any adjustments thereto): (i) as of the Second Closing Date, (A) the Target CFCHP TNE (the “Closing CFCHP TNE”), (B) the Second Closing Funded Indebtedness, and (C) the Transaction Expenses of the Group Companies as of the Second Closing (“Second Closing Company Transaction Expenses”), and (ii) a recalculation of the Second Closing Payment based on the calculation of the foregoing amounts. (c) Notwithstanding anything contained herein to the contrary, the amounts set forth on the Initial Closing Statement or Second Closing Statement, as applicable, shall not reflect any purchase accounting adjustments as a result of the Transactions and shall be prepared in accordance with GAAP. If the Buyer Parties fail to deliver the Initial Closing Statement or Second Closing Statement, as applicable, by its due date, then the Estimated Initial Closing Statement and Estimated Second Closing Statement (and all components thereof) shall be deemed (x) accepted by, and final and binding upon, the Buyer Parties and conclusive for all purposes hereunder and (y) to be the Initial Closing Statement or Second Closing St...
View Source
Post-Closing Determinations. As promptly as practicable, but in any event within ninety (90) days following the Closing Date, Buyer shall cause to be prepared and delivered to the Stockholder Representative, together with all relevant working papers and supporting documentation: (i) An unaudited balance sheet of the assets and liabilities of the Company dated as of the Closing Date prepared in accordance with the Working Capital Methodology (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall be dated as of 11:59 p.m. on the Closing Date and shall not take into account or otherwise give effect to the transactions contemplated by this Agreement to occur after the Closing Date. (ii) A statement setting forth the Buyer’s calculation of Adjusted Net Working Capital and the Merger Consideration. The Parties agree that the purpose of preparing the Closing Date Balance Sheet is to determine the amount of the Adjusted Net Working Capital and to reconcile any differences between such amount and the Target Net Working Capital. Such process is not intended to permit the introduction of different components, judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Date Balance Sheet or determining the Adjusted Net Working Capital from the judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies described in the Working Capital Methodology or used in determining the Target Working Capital, except to the extent that any existing accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies are not in accordance with GAAP (other than such differences set forth on Exhibit B).
View Source
Post-Closing Determinations. (a) Within 60 days after the Closing Date, (i) DCS shall deliver to AWS a written good faith estimate of the Alaska Closing Date Working Capital prepared in accordance with this Article 5 (the "DCS DETERMINATION") and (ii) AWS shall deliver to DCS a written good faith estimate of the California Closing Date Working Capital prepared in accordance with this Article 5 (the "AWS DETERMINATION"). The DCS Determination and the AWS Determination shall be based upon the books and records of the Alaska Business and the California Business, respectively, and shall be accompanied by (i) supporting documents, work papers, subscriber records and other supporting data and (ii) a certificate of a senior executive officer of DCS or AWS, as the case may be, certifying that the DCS Determination or the AWS Determination, as applicable, was calculated in good faith and in accordance with the provisions of this Article 5.
View Source
Post-Closing Determinations. On or before 5:00 p.m., Eastern time, on the sixtieth (60th) day after the Closing Date, Buyer shall prepare in good faith and deliver, or cause to be so prepared and delivered, to Seller (i) an unaudited balance sheet for the SWH and the Acquired Subsidiaries as of the Effective Time in the form attached hereto as Exhibit 2.7(b), which is prepared in accordance with this Agreement (including this Section 2.7 and the definition of “Working Capital”, “Current Assets”, and “Current Liabilities” contained herein) and, to the extent not inconsistent with this Agreement and otherwise applicable to the particular calculation or determination, the Applicable Accounting Principles (the “Proposed Final Closing Date Balance Sheet”); and (ii) a trial balance supporting each of the line items included in the Proposed Final Closing Date Balance Sheet and reasonable supporting documentation of Buyer’s proposed calculations of Closing Working Capital, Closing Current Assets and Closing Current Liabilities, in each case, determined in accordance with this Agreement (including this Section 2.7 and the definition of “Working Capital”, “Current Assets”, and “Current Liabilities” contained herein) and, to the extent not inconsistent with this Agreement and otherwise applicable to the particular calculation or determination, the Applicable Accounting Principles.
View Source
Post-Closing Determinations. If, (i) within ninety (90) calendar days after the Closing, Sellers have cured the Title Defect or Environmental Defect affecting any Title Defect Property or Environmental Defect Property retained by Sellers pursuant to Section 7(a) of this Exhibit A, and Buyer agrees that such Title Defect or Environmental Defect has been cured or (ii) after the Closing, the Title Defect Amount, Title Defect Credit, or Environmental Defect Amount of any Title Defect Property, or Environmental Defect Property retained pursuant to Section 7(c) of this Exhibit A has been determined pursuant to Section 8 of this Exhibit A, then, on the day that is ten (10) days after the occurrence of either (i) or (ii) above, (x) Sellers shall transfer to Buyer the Title Defect Property or Environmental Defect Property retained pursuant to Section 7(a) or 7(c) an subject to the provisions of Section 9 above, and (y) Buyer shall pay to Sellers the Allocated Value (or associated Allocated Value, as applicable) for such affected Asset, (in each case) based on the applicable determination pursuant to Section 8 for the applicable Title Defect, Title Defect Credit, and/or Environmental Defect (subject to Section 9). Any such supplemental closing shall be subject to the conditions precedent set forth in Sections 6.1, 6.2, 6.3 and 6.4 of this Agreement, with any matters required to be performed on the Closing Date being deemed to refer to the date of the supplemental closing. This Assignment and ▇▇▇▇ of Sale (this “Assignment”) is from American Shale Development, Inc., a Delaware corporation (“ASD”), Republic Energy Ventures, LLC, a Delaware limited liability company (“REV”), Republic Partners VI, LP, a Texas limited partnership (“RP6”), Republic Energy Operating, LLC, a Texas limited liability company (“REO”), Republic Partners VII, LLC, a Texas limited liability company (“RP7”), Republic Partners VIII, LLC, a Texas limited liability company (“RP8”), Trans Energy, Inc., a Nevada corporation (“Trans Energy”), and Prima Oil Company, Inc., a Delaware corporation (“Prima”) (ASD, REV, RP6, REO, RP7, RP8, Trans Energy and Prima are collectively referred to as “Assignor”), to TH Exploration, LLC, a Texas limited liability company (“Assignee”), and is executed on [ ], 2015 to be effective as of 7:00 a.m. Eastern Time on October 1, 2014 (the “Effective Time”). Assignor and Assignee may be referred to herein collectively as the “Parties,” or individually as a “Party.” Capitalized terms used herein but not o...
View Source

Related to Post-Closing Determinations

  • 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 the case may be, shall be within five (5) days of the Final Settlement Date.

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • Post-Closing Actions Each Borrower agrees that it will, or will cause its relevant Subsidiaries to, complete each of the actions described on Schedule 9.13 as soon as commercially reasonable and by no later than the date set forth in Schedule 9.13 with respect to such action or such later date as the Administrative Agent may reasonably agree.