Post Closing Review. After the Closing, Seller shall review the Adjustment Statement and determine the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow. On or prior to the ninetieth (90th) day after the Closing Date, Seller shall present Buyer with a statement of the actual Purchase Price Adjustments contemplated by subsections (iv) and (vii) of the definition of Adjusted Purchase Price and the actual Net Cash Flow and such supporting documentation as is reasonably necessary to support the same (the “Final Adjustment Statement”). Buyer will give representatives of Seller reasonable access to its premises and to its books and records for purposes of preparing the Final Adjustment Statement and will cause appropriate personnel of Buyer to assist Seller and Seller’s representatives, at no cost to Seller, in the preparation of the Final Adjustment Statement. Seller will give representatives of Buyer reasonable access to its premises and to its books and records for purposes of reviewing the calculation of Purchase Price Adjustments reflected in the Final Adjustment Statement and will cause appropriate personnel of Seller to assist Buyer and its representatives, at no cost to Buyer, in verification of such calculation. The Final Adjustment Statement shall become final and binding on Seller and Buyer as to the Net Cash Flow and, without limiting Buyer’s rights pursuant to Section 3.5, the other Purchase Price Adjustments reflected therein, thirty (30) days following the date the Final Adjustment Statement is received by Buyer, except to the extent that prior to the expiration of such thirty (30) day period Buyer delivers to Seller notice, as hereinafter required, of its disagreement with the contents of the Final Adjustment Statement. Such notice shall be in writing and set forth all of Buyer’s disagreements with respect to any portion of the Final Adjustment Statement, together with Buyer’s proposed changes thereto, and shall include an explanation in reasonable detail of, and such supporting documentation as is reasonably necessary to support, such changes. If Buyer has timely delivered such a notice of disagreement to Seller, then, upon written agreement between Buyer and Seller resolving all disagreements of Buyer set forth in such notice, the Final Adjustment Statement will become final and binding upon Buyer and Seller as to the Net Cash Flow and, without limiting Buyer’s righ...
Post Closing Review. Within thirty (30) days after any Permitted Acquisition, Lender shall conduct (or a firm, consultant, advisor or other third party hired by the Lender), at Borrower’s cost, a post-closing audit and review, which post-closing review shall include (whether conducted after the Original Closing Date or after a Permitted Acquisition), without limitation, (i) a review of the books, records and accounting systems of Borrower, (ii) a review and final verification of all add-backs used in determining the final pro forma financial statements of Borrower, and (iii) a review of healthcare regulatory compliance matters (“Post-Closing Review”).
Post Closing Review. The parties acknowledge and agree that Purchaser may not have originals of all Contract documentation and/or have completed its documentation review with respect to the Contracts identified on Schedule A as of the date of payment of the Purchase Price. Within thirty (30) days of Purchaser’s receipt of originals of the Contract documentation, Purchaser will review such documentation to determine whether such documentation complies with the form attached hereto as Exhibit C and whether such documentation is consistent with the representations and warranties made herein. If Purchaser determines any documentation is not in the form approved by Purchaser or that it is not consistent with the representations and warranties set forth in this Agreement, Seller shall, within three (3) business days after Purchaser’s demand, repurchase the affected Contract(s) for an amount equal to the Unrecovered Investment.
Post Closing Review. (a) Forthwith following the Closing Time, the Buyer, or its nominee, shall conduct a review of the Accounting Records of Company for the period commencing on February 23, 2005 and ending on the close of business on the Closing Date, inclusive, in order to prepare the Closing Balance Sheet, including
Post Closing Review. 7 4.1 Understanding of the Parties...................................................................7 4.2 Delivery and Review of Closing Statements......................................................8 4.3 Disputes......................................................................................11 4.4 Schedule of Payments..........................................................................12 4.5 Joint Venture Starting Balance Sheet..........................................................12 4.6 Accounting Issue Dispute Resolution Procedures................................................12 5.
Post Closing Review. Within thirty (30) after the Closing Date or any Permitted Acquisition, Lender shall conduct (or a firm, consultant, advisor or other third party hired by the Lender), at Borrower's cost, a post-closing audit and review, which post-closing review shall include (whether conducted after the Closing Date or after a Permitted Acquisition), without limitation, (i) a review of the books, records and accounting systems of Borrower, (ii) a review and final verification of all add-backs used in determining the final pro forma financial statements of Borrower, and (iii) a review of healthcare regulatory compliance matters ("POST-CLOSING REVIEW").
Post Closing Review. All of the aforesaid prorations shall be ------------------- calculated as soon after the Closing Date as feasible, but in any event within ninety (90) days after the Closing Date (the "Post Closing Review"). The parties agree that, notwithstanding that the calculations or estimates on which the aforesaid prorations are based are determined during the Post Closing Review period, all such calculations shall be made as of 12:01 AM on the Proration Date. The parties shall cooperate in providing the information necessary to accomplish the Post Closing Review.
Post Closing Review. To the extent necessary to enable Buyer to comply with any financial reporting requirements applicable to Buyer and upon at least 3 Business Days prior written notice to Seller, within 75 days after the Closing Date, Seller shall reasonably cooperate (at no cost or liability to Seller) and allow Buyer’s auditors to audit the trial balance related to the operation of the Property for the year prior to the Closing Date and for the portion of the calendar starting on January 1 through the Closing Date. Other than any representation, warranty or covenant otherwise set forth in this Agreement or the documents delivered at Closing, Seller makes no representations, warranties or covenants with respect to the trial balance or the books and records which may be reviewed in auditing the same, and Buyer releases and waives any liability or claims against Seller related to the trial balance or the books and records which may be reviewed and audited.
Post Closing Review. Within 90 days following the Closing Date, the Company shall deliver to BBV a certificate of the Chief Financial Officer of the Company stating that the proceeds from the sale of the Purchased Securities were used for the purposes specified in Section 2.4 hereof.
Post Closing Review. At any time on or before the third -------------------- (3rd) day immediately following the Closing Date, Buyer may, in its sole discretion, reject in writing any or all New Progress Payment Leases.
