Post-Closing True-Up. (i) Within sixty (60) days after the Closing Date, the Buyer shall provide to the Stockholder Representative the Closing Balance Sheet, together with the Buyer’s determination of (A) the Excess Cash, (B) the Company Debt, (C) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (D) the aggregate amount of Change in Control Payments not otherwise paid immediately prior to the Effective Time, including any related employer portion of employment or payroll Taxes attributable thereto, (E) the Net Working Capital Deficiency, and (F) the Merger Consideration (collectively, the “Verified Allocation Certificate”). The Buyer will make available at the Stockholder Representative’s reasonable request all records and work papers of the Buyer used in calculating such amounts. If the Stockholder Representative disagrees with any of the amounts set forth in the Verified Allocation Certificate, the Stockholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within thirty (30) days after the receipt of the Verified Allocation Certificate (and in the event no Change Notice is provided during such period, the Stockholder Representative will be deemed to have agreed to and accepted each such calculation as of the end of such period). The Buyer shall promptly cooperate with the Stockholder Representative in providing such information as the Stockholder Representative reasonably requests in connection with the review of the Verified Allocation Certificate (including by remote access to such information). If the Stockholder Representative provides a Change Notice to the Buyer within such period, the Verified Allocation Certificate and the components thereof included in the Change Notice shall be finally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(d) (Resolution of Disputes). (ii) Based on the foregoing, the following amount (the “Final Adjustment Amount”) shall be determined equal to the difference of (A) the Merger Consideration as calculated based on the Verified Allocation Certificate as finally determined in accordance with Section 1.7(d) (Resolution of Disputes) minus (B) the Merger Consideration specified in the Allocation Certificate. If the Final Adjustment Amount is a positive number, the Buyer shall pay the Final Adjustment Amount to the Paying A...
Post-Closing True-Up. (i) Within ninety (90) days after the Closing Date, the Buyer shall provide to the Member Representative the Closing Balance Sheet, together with the Buyer’s determination of (A) the Closing Cash, (B) the Company Debt, (C) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (D) the aggregate amount of Change in Control Payments not otherwise paid immediately prior to the Effective Time, (E) the Net Working Capital Deficiency or the Net Working Capital Surplus, and (F) the Closing Cash Merger Consideration (collectively, the “Verified Allocation Certificate”). The Buyer will make available at the Member Representative’s reasonable request all records and work papers of the Buyer used in calculating such amounts. If the Member Representative disagrees with any of the amounts set forth in the Verified Allocation Certificate, the Member Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within ninety (90) days after the receipt of the Verified Allocation Certificate (and in the event no Change Notice is provided during such period, the Member Representative will be deemed to have agreed to and accepted each such calculation as of the end of such period). The Buyer shall reasonably promptly cooperate with the Member Representative in providing such information as the Member Representative reasonably requests in connection with the review of the Verified Allocation Certificate. If the Member Representative provides a Change Notice to the Buyer within such period, the Verified Allocation Certificate and the components thereof included in the Change Notice shall be finally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(c) (Resolution of Disputes).
Post-Closing True-Up. (a) The Buyer shall deliver, no sooner than 30 days nor later than 60 days after the Closing, the Buyer’s determination of each of (i) the Net Working Capital, (ii) the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures Amount, and (viii) the Maintenance Capital Expenditures Amount (the “Purchase Price Components”) in each case as of the Closing Date (the “Closing Statement”). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees to cooperate with the Buyer in connection with the preparation of the Closing Statement and related information, and shall provide to the Buyer access to such books, records, personnel and other information as may be reasonably requested from time to time.
Post-Closing True-Up. (a) As soon as practicable, but in no event more than 60 days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller a statement (the “Closing Statement”) consisting of (i) an unaudited consolidated balance sheet of the Business (other than the Canadian Sub) as of the close of business on the Closing Date, (ii) a good faith calculation in reasonable detail of the Closing Working Capital derived from such balance sheet and (iii) a good faith calculation of the amount of any payment required under Section 2.5(e), 2.5(f) and all other amounts specifically identified in this Agreement as being reflected on the face of the Reference Closing Statement; provided that such Closing Statement shall not include any vacation accrual. The Closing Statement shall be prepared in accordance with the Applicable Accounting Principles, except that it shall not include any vacation accrual.
Post-Closing True-Up. Within 90 days after the Closing Date (subject to extension with the prior written consent of New Ashland Inc., such consent not to be unreasonably withheld), MAP shall prepare and deliver to Ashland a statement setting forth the MAP Partial Redemption Amount. If the MAP Partial Redemption Amount exceeds the Estimated MAP Partial Redemption Amount, MAP shall, and if the Estimated MAP Partial Redemption Amount exceeds the MAP Partial Redemption Amount, New Ashland Inc. shall, make payment to the other party of the amount of such excess, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. Payment by MAP to New Ashland Inc. under this
Post-Closing True-Up. (a) Seller will deliver, no later than sixty (60) days after the Effective Time, Seller’s determination of the Net Book Value of the Acquired Assets, Customer Deposits and Designated Assets Value, all as of the Effective Time and taking into account any Correction Adjustments (the “Closing Statement”). The Closing Statement shall be prepared on the same basis as the 2008 Statement to be presented on Schedule 5.5 and at the level of detail as set forth on and consistent with Schedule 3.2(a). Buyer will reasonably cooperate with Seller in connection with the preparation of the Closing Statement and related information, and will provide to Seller reasonable access to such books, records, personnel and other information as may be reasonably requested from time to time.
Post-Closing True-Up. Notwithstanding any other provisions of this Agreement, in the event that any CAM Advisory Client has not, on or prior to the Closing Date, (a) provided its written Consent to the assignment or deemed assignment of its CAM Advisory Contract(s) (each such Person, a “True-Up CAM Advisory Client”) to the extent required under Section 6.6(a) or (b) terminated or informed any CAM Subsidiary in writing or orally of its intention to terminate its CAM Advisory Contract(s) and, in either case, has not, on or prior to the first Business Day that is six months after the Closing Date, terminated or informed any CAM Subsidiary in writing or orally of its intention to terminate its CAM Advisory Contract(s), then the Note Principal Amount shall be increased (effective as of the Closing Date) by an amount equal to the excess, if any, of (i) the Net Amount calculated using an amount equal to the sum of (x) Aggregate Closing Revenue Run Rate plus (y) the increase in such Aggregate Closing Revenue Run Rate that would have resulted if all of the CAM Advisory Clients referred to in this Section 3.4(a) and (b) had provided their written Consent in respect of the applicable CAM Advisory Contracts on or prior to the Closing over (ii) the Net Amount as calculated pursuant to Section 1.2(c) at the Closing; provided that in no event shall the increase in the Note Principal Amount pursuant to this Section 3.4 exceed the CAM Revenue Adjustment.
Post-Closing True-Up. (a) Within twenty (20) Business Days after the Distribution Date, LQ Parent shall prepare and deliver to CPLG a statement (the “Statement”), setting forth (i) the amount by which the Estimated Existing Net Indebtedness exceeds, or is less than (as applicable) the Closing Existing Net Indebtedness, and (ii) the amount by which the accrued but unpaid Transaction Expenses as of the Distribution Date exceeds the Estimated Transaction Expenses. CPLG shall provide reasonable assistance to LQ Parent in the preparation of the Statement.
Post-Closing True-Up. Within sixty (60) calendar days after Closing, Extra Space shall recalculate the Prorations (other than prorations of real estate and personal property taxes that are based on a tax xxxx for a period prior to the year in which the Closing occurs, which prorations shall be recalculated upon receipt of the current tax xxxx for the year in which the Closing occurs, as set forth in Section 4.3.2.1) as of the Proration Date as set forth in Section 4.3 of the Agreement (the “Proration Recalculation”) and shall send a copy of the Proration Recalculation to HSRE. Extra Space and HSRE shall each have an opportunity to provide the other with a review (a “Review”) of the Proration Recalculation setting forth in reasonable detail any discrepancy which it has discovered in the Prorations made at the Closing or in the Proration Recalculation. If either party to which the Proration Recalculation is presented does not provide the other party with a Review within ten (10) business days after receipt of the Proration Recalculation, such party shall be deemed to be in agreement with the Proration Recalculation. If either party to which any such Review is presented disagrees with such Review, it shall give written notice (the “Disagreement Notice”) to the other party within ten (10) business days after receipt of such Review (and, if no such notice is given, the party to which such Review was presented shall be deemed to agree with it). Such Disagreement Notice shall detail all points of disagreement. If Extra Space and HSRE do not resolve such disagreement within ten (10) business days after delivery of the Disagreement Notice, the parties shall proceed to arbitration. If the parties agree or are deemed to agree with either the Proration Recalculation or the Review or if there is an arbitration award, then Extra Space or HSRE shall, as applicable, pay to the other party, in cash, the amount owed within ten (10) days of the date of such agreement or deemed agreement or such arbitration award, as applicable.
Post-Closing True-Up. Since the transactions contemplated herein are deemed to be effective as of the Effective Time, there may be (i) certain payments made by Seller with respect to the Business and certain amounts received by Seller with respect to the Business which should have been made or received by Buyer and (ii) certain payments made by Buyer with respect to the Business and certain amounts received by Buyer with respect to the Business or Seller’s businesses which should have been made or received by Seller. Accordingly, Buyer and Seller shall, following the Closing Date, true-up such payments and receipts in accordance with the normal and customary settlement procedures of the Sellers with the applicable Party (Seller or Buyer) making net adjustment payments as necessary to effect the true-up and give effect to the transfer of the Business at the Effective Time.
