Post-Closing Purchase Price Adjustment. As promptly as practicable, but no later than sixty (60) days after the Closing Date, Seller will cause to be prepared and delivered to Acquiror a statement (the “Closing Date Working Capital Statement”) setting forth a calculation of the Net Working Capital of Company, on a consolidated basis, as of immediately prior to the Closing (the “Closing Net Working Capital”), which Closing Date Working Capital Statement shall be prepared in accordance with the Applicable Accounting Principles. Acquiror will reasonably cooperate with Seller to the extent required for the preparation of the Closing Date Working Capital Statement and will provide Seller and its Representatives access to all information, records, data and working papers (other than working papers of accountants that would require consent to provide), and shall permit reasonable access to its officers, employees, agents, properties, offices, plants and other facilities, books and records, as may be reasonably required in connection with the preparation of the Closing Date Working Capital Statement and the Closing Net Working Capital. The Closing Date Working Capital Statement shall be prepared in good faith and, in respect of the Closing Net Working Capital reflected thereon, present fairly in all material respects the Net Working Capital of Company, on a consolidated basis, as of immediately prior to the Closing (without giving effect to the sale and purchase of the Shares contemplated hereby). Acquiror shall have thirty (30) days from the date on which the Closing Date Working Capital Statement is delivered to review the Closing Date Working Capital Statement (the “Review Period”). Acquiror and its Representatives shall be provided access to such information, records, data and working papers (other than working papers of accountants that would require consent to provide), and shall be permitted reasonable access to its officers, employees, agents, properties, offices, plants and other facilities, books and records, as may be reasonably required in connection with the analysis of the Closing Date Working Capital Statement and the Closing Net Working Capital. If Acquiror disagrees in any respect with any item or amount shown or reflected in the Closing Date Working Capital Statement or with the calculation of the Closing Net Working Capital, Acquiror may, prior to the last day of the Review Period, deliver a notice to Seller setting forth, in reasonable detail, each disputed item or amount and the bas...
Post-Closing Purchase Price Adjustment. Another critical term is whether there will be an adjustment to the purchase price following the closing based, for example, on the amount of working capital in the business at the time of closing. If there is to be an adjustment, what is the formula for the adjustment, how will the parties resolve any dispute over the adjustment calculation, and will any part of the purchase price be withheld following closing pending determination of the adjustment?
Post-Closing Purchase Price Adjustment. In the event that the Net Working Capital of Mercer as reflected on the Audited Closing Balance Sheet as finally determined ("FINAL WORKING CAPITAL") is less than the Net Working Capital of Mercer as reflected on the Preliminary Closing Balance Sheet ("PRELIMINARY WORKING CAPITAL"), then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease in Final Working Capital from Preliminary Working Capital and (ii) the sum of (A) the amount, if any, by which Final Working Capital is less than $3,400,000 and (B) the amount, if any, by which Preliminary Working Capital exceeded $3,600,000. Conversely, in the event that the Final Working Capital is more than the Preliminary Working Capital, then the Purchase Price will be adjusted upward, on a dollar-for-dollar basis, to reflect the lesser of (i) the increase, if any, in Final Working Capital from Preliminary Working Capital and (ii) the sum of (A) the amount, if any, by which Final Working Capital exceeds $3,600,000 and (B) the amount, if any, by which Preliminary Working Capital was less than $3,400,000. The post-closing adjustment to the Purchase Price, if any, shall be paid by Seller to Buyer or by Buyer to Seller, as the case may be, in immediately available funds within fifteen (15) days of delivery of the Audited Closing Balance Sheet as finally determined. 3.
Post-Closing Purchase Price Adjustment. (a) Within 90 days following the Closing Date, Buyer shall prepare and deliver to Sellers’ Representative (i) a balance sheet as of the open of business on the Closing Date (the “Closing Date Balance Sheet”; such Closing Date Balance Sheet shall be limited solely to the items related to the Closing Statement) and (ii) a statement of the Cash on Hand Adjustment Amount (if any), Net Working Capital Adjustment Amount (if any), the Closing Indebtedness, and the Sellers’ Expenses, in each case as of the open of business on the Closing Date and prepared in accordance with GAAP and (to the extent consistent with GAAP) the Company’s Accounting Practices and Procedures, along with Buyer’s calculation of the resulting Closing Cash Purchase Price based thereon (the “Closing Statement”). Sellers’ Representative shall have a period (the “Review Period”) of 30 days from the delivery of the Closing Statement and Closing Date Balance Sheet to review such statements. Following the delivery of the Closing Statement and the Closing Date Balance Sheet, Sellers’ Representative and its representatives and accountants shall be entitled to review (and the Buyer shall provide to Sellers’ Representative and its representatives and accountants) any working papers, trial balances, contracts, books, records (including accounting and financial records) and similar materials, documents or information relating to the Closing Statement (including all components thereof and calculations therein) that are reasonably requested by Sellers’ Representative. Following the delivery of the Closing Statement and Closing Date Balance Sheet, Buyer, the Company and the Blocker shall also provide Sellers’ Representative and its representatives and accountants with reasonable access, during normal business hours, to their respective relevant employees, personnel, contractors, counsel, representatives, advisors, outside accountants, properties, books and records to the extent involved with or related to the preparation of the Closing Statement and the calculations set forth therein. If, as a result of such review, Sellers’ Representative disagrees with the Closing Statement and/or the Closing Date Balance Sheet and the calculations set forth therein (including any components thereof), Sellers’ Representative shall deliver to Buyer a written notice of disagreement (a “Dispute Notice”) prior to the expiration of the Review Period setting forth in reasonable detail the basis for such dispute, the specific i...
Post-Closing Purchase Price Adjustment. As promptly as possible, but in any event no later than the fifth (5th) Business Day following the final determination, in accordance with Section 2.5.3 and/or Section 2.5.4, of Company Indebtedness, Transaction Expenses, Transaction Bonus Payments, Working Capital, and Cash on Hand (respectively, the “Final Company Indebtedness”, “Final Transaction Expenses”, “Final Transaction Bonus Payments”, “Final Working Capital Amount,” and “Final Cash on Hand Amount”), a Purchase Price adjustment shall be made as follows:
Post-Closing Purchase Price Adjustment. (a) As promptly as practicable, but in no event later than ninety (90) days after the Closing Date, Buyer will deliver to Seller a Consolidated Balance Sheet of the Companies dated as of the Closing Date and immediately prior to the Dissolution (the "Closing Balance Sheet"), together with a calculation therefrom --------------------- of the Adjusted Net Working Capital, the Fixed Asset Value, and Buyer's determination of the Purchase Price, as adjusted pursuant to Section 3.2 (the "Adjusted Purchase Price") as of such date. If Seller disagrees with Buyer's ------------------------ determination of the Adjusted Purchase Price, Seller shall notify Buyer in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) within thirty (30) days after Buyer's delivery of its calculation of the Adjusted Purchase Price to Seller. Buyer and Seller thereafter shall negotiate in good faith to resolve any such disagreements. If there is an amount as to which Buyer and Seller are able to agree, such amounts shall be paid to the appropriate Party pursuant to Section 3.5(c) below. If Buyer and Seller are unable to resolve any disagreements about the remaining amounts within thirty (30) days after the delivery by Seller of its notice of disagreement to Buyer, Seller and Buyer shall submit the dispute to a "Big Five" public accounting firm (or any of their respective successors) (the "Auditor") for resolution; provided that if Buyer and Seller ------- are unable to agree upon an Auditor, the Auditor shall be a "Big Five" public accounting firm (or any of their respective successors) selected by lot (after Buyer, on the one hand, and Seller, on the other hand, each exclude one such accounting firm). The selection of the Auditor shall be conclusive, final, binding and nonappealable by the parties.
Post-Closing Purchase Price Adjustment. (a) Within sixty (60) days following the Closing Date, the Purchaser shall provide to the Sellers a notice (the “Statement”) setting forth and certifying in reasonable detail the Purchaser’s calculation of the Purchase Price, calculated pursuant to Section 2.2, and the Purchaser’s good faith estimate of any Leakage (the “Calculated Leakage”) and of any Additional Equity (the “Calculated Additional Equity”), in each case, including each component thereof and supporting documentation. After the date that the Purchaser delivers the Statement to the Sellers and until the completion of the Final Statement, the Purchaser shall provide, and the Purchaser and the Company shall cause each Group Company to provide, the Sellers and any accountants (and/or other representatives) of the Sellers with reasonable access, in such manner as to not interfere with the normal operations of any Group Company, during normal business hours, upon reasonable advance notice, under reasonable circumstances and subject to restrictions under applicable Law, to (and the right to examine) the relevant properties, books, work papers, records and materials of any Group Company for purposes of reviewing the Statement, disputing the Statement and/or agreeing upon a Final Statement; provided, however, that all information provided to a Seller, its accountants and any of their respective representatives shall be deemed to be “Information” for purposes of this Agreement and shall be kept confidential in accordance with Section 6.3 hereof. In the event that the Purchaser fails to deliver the Statement to the Sellers within sixty (60) days following the Closing Date, the Closing Certificate shall automatically become the Final Statement, the Estimated Leakage shall automatically become the Calculated Leakage, the Estimated Additional Equity shall become the Calculated Additional Equity, and each shall be final and binding on the Purchaser and each Seller, and no further adjustment of any kind shall be made pursuant to this Section 2.4.
Post-Closing Purchase Price Adjustment. (a) Within 60 days after the Closing Date, Purchaser Parent shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as of the Closing Date, of: (1) Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statement.
Post-Closing Purchase Price Adjustment. On or before the 120th day following the Closing Date, Buyer shall prepare and deliver to Parent a final balance sheet of the Business as of the Effective Time (the “Final Closing Date Balance Sheet”), which shall include the final determination of the Net Working Capital of the Business as of the Effective Time (the “Final Closing Date Net Working Capital”). The Final Closing Date Balance Sheet shall be prepared in a manner consistent with the preparation of the Closing Date Balance Sheet; provided, however, that (A) the Purchased Accounts Receivable and the Notes Receivable (as defined below) will be adjusted on the Final Closing Date Balance Sheet to give effect to the application of the adjustments required by Section 1.5(d)(ii) and Section 1.5(e)(ii), and (B) Inventory reflected in the Final Closing Date Balance Sheet shall be the same value as reflected in the Closing Date Net Working Capital, which is prior to the Post-Closing Inventory Adjustment as shown in Section 1.5(f). During the 30-day period immediately following Parent’s receipt of the Final Closing Date Balance Sheet, Parent and its agents and representatives shall be permitted to review Buyer’s working papers related to the preparation and determination of the Final Closing Date Balance Sheet. The Final Closing Date Balance Sheet shall become final and binding upon the Parties 30 days following Parent’s receipt thereof, unless Parent gives written notice of disagreement (a “Notice of Disagreement”) to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. If Buyer receives a Notice of Disagreement within the appropriate time frame, each undisputed item on the Final Closing Date Balance Sheet shall become final and binding and each disputed item on the Final Closing Date Balance Sheet shall become final and binding on the earliest of (x) the date Buyer and Parent resolve in writing each such difference they have with respect to the matters specified in the Notice of Disagreement or (y) the date on which each such matter in dispute is finally resolved jointly by Parent’s independent public accountant and Buyer’s independent public accountant. After the 20 days following delivery of a Notice of Disagreement, if Buyer and Parent have not resolved such differences outlined in the Notice of Disagreement, Buyer and Parent, unless otherwise mutually agreed to in writing, shall submit to their respective...
Post-Closing Purchase Price Adjustment. (a) Buyer shall prepare and deliver to Parent within ninety (90) days after the Closing Date a statement (the “Closing Statement”) setting forth its calculation of Net Working Capital, Cash, Indebtedness, and Net Intercompany Receivable or Net Intercompany Payable, as applicable, in each case as of the Reference Time (the “Closing Working Capital,” “Closing Cash,” “Closing Indebtedness,” “Closing Net Intercompany Receivable,” and “Closing Net Intercompany Payable,” respectively), including reasonable detail with reasonably detailed supporting documentation. Parent and any accountants and advisors engaged by Parent shall be permitted reasonable access to the books and records of the Transferred Subsidiaries and any documents, schedules or workpapers used by Buyer in its calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, for purposes of evaluating Buyer’s calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, and making its own calculations of such amounts; provided that the accountants of Buyer and its Affiliates shall not be obligated to make any work papers available to Parent or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after Parent or such Representatives has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to such accountants.