The Post Closing Adjustment Process Sample Clauses

The Post Closing Adjustment Process. As soon as practicable but within thirty (30) days after the Closing Date, Purchaser shall prepare and deliver to AgFeed a statement (the “Closing Statement”) that sets forth Net Working Capital as of the Effective Time (the “Closing Net Working Capital”). The Closing Statement shall be prepared in good faith and in accordance with GAAP applied in a manner consistent with the accounting principles applied in the preparation of the Balance Sheet and, where applicable, using the methodology described on Exhibit A hereto. To the extent there is any inconsistency between the methodology of GAAP applied in a manner consistent with the accounting principles applied in the preparation of the Balance Sheet and the methodology described on Exhibit A, the methodology described on Exhibit A shall supersede and be the basis on which the Closing Statement is prepared and the Closing Net Working Capital determined. Sellers and Purchaser and their respective representatives shall be entitled to observe all physical inventories that are conducted in connection with, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Closing Statement. Sellers shall have fifteen (15) days after the delivery of the Closing Statement during which to notify Purchaser of any dispute of any material item contained in the Closing Statement, which notice shall set forth in reasonable detail the basis for such dispute. If Sellers fail to notify Purchaser of any such dispute within such fifteen (15) day period, the Closing Statement shall be deemed to be accepted by, and shall be final and binding on the parties. In the event that Sellers shall so notify Purchaser within such fifteen (15) day period, the parties shall cooperate in good faith to resolve such dispute as promptly as possible (including meetings between senior executives of the parties). If the parties resolve such dispute within ten (10) days of Sellers notifying Purchaser of such dispute, the Closing Statement shall be amended as agreed by the parties and, as amended, shall be final and binding on the parties. If the parties are unable to resolve any such dispute within ten (10) days of such notification of dispute, the parties shall either (i) mutually agree in writing to extend the time allowed, whereupon the parties shall continue to resolve any such dispute during such agreed extension period or (ii) mutually select an independent accounting firm of recognized national sta...