Post-Closing Reconciliation. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent its good faith calculation of (i) the estimated Closing Working Capital Adjustment Amount (the “Estimated Closing Working Capital Adjustment Amount”), (ii) the estimated Closing Indebtedness Amount (the “Estimated Closing Indebtedness Amount”), (iii) the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expense Amount”), and (v) the Total Merger Consideration calculated based on such estimated amounts (including the component pieces thereof) (the “Estimated Closing Statement”), in each case, accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the Estimated Closing Statement, including the respective components thereof set forth in this Section 2.9(a)(i)-(v), in accordance with the applicable definitions in this Agreement and with GAAP, except for such deviations from GAAP or other methodologies as expressly set forth on Schedule E. The Company shall make available to Parent and its Representatives the books and records used in preparing the Estimated Closing Statement and reasonable access (on prior notice and during business hours) to employees of the Company as Parent may reasonably request in connection with its review of such statements, and will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any comments of Parent on the Estimated Closing Statement, as applicable. The Estimated Closing Working Capital Adjustment Amount, the Estimated Closing Indebtedness Amount, the Estimated Closing Cash Amount, and the Estimated Closing Transaction Expense Amount set forth in the Estimated Closing Statement will be used for purposes of calculating the Total Merger Consideration at the Closing (which calculation shall be subject to adjustment pursuant to, and in accordance with, the terms of this Section 2.9). Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.
Post-Closing Reconciliation. If any of the aforesaid prorations cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible, but in any event, not later than thirty (30) days after the last of the calendar year in which the Closing shall occur and either Party owing the other Party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other Party. (e)
Post-Closing Reconciliation. If any of the foregoing prorations cannot be calculated accurately on the Closing, then they shall be calculated as soon after the Closing as feasible. Either party owing the other party a sum of money based on such subsequent prorations shall promptly pay such sum to the other party.
Post-Closing Reconciliation. As soon as reasonably possible after Closing, but in no event more than ninety (90) days after Closing, the parties shall work in good faith to complete a reconciliation of all prorations (“Reconciliation”). If there is an error on the Proration Statement used at Closing or, if after the actual figures are available as to any items that were estimated on the Proration Statement, then the proration or apportionment shall be adjusted based on the actual amounts. As soon as reasonably possible, but in no event more than 60 days after Closing, Seller shall provide to Buyer an accounting detailing all of the Operating Expenses attributable to the Closing Year that were actually paid by Seller. Either party owing the other party a sum of money based on the Reconciliation shall pay said sum to the other party within five (5) business days of the completion of the Reconciliation. Seller and Buyer shall each be responsible for the accounting and validity of xxxxxxxx to Tenant for those Operating Expenses incurred during each of Seller’s and Buyer’s respective periods of ownership of the Property. This subsection shall survive Closing.
Post-Closing Reconciliation. All items described in this Section 10 that are capable of being prorated as of the Closing Date, shall be prorated as of the Closing Date. All other items shall be reconciled within one hundred eighty (180) days after the Closing Date to the extent that such items may be reconciled within such one hundred eighty (180) day period, or, to the extent such items may not be reconciled within such one hundred eighty (180) day period, when such items may first be reconciled after Closing.
Post-Closing Reconciliation. If any of these prorations cannot be calculated accurately on the Closing Date, then they shall be calculated or recalculated as soon after the Closing Date as feasible. Any sums owed by one party to the other as a result of the calculations shall be paid within ten business days.
Post-Closing Reconciliation. As soon as reasonably possible after Closing, but in no event more than ninety (90) days after Closing, the parties shall work in good faith to complete a reconciliation of all prorations and of Seller’s receipt of CAM Payments (“Reconciliation”). If there is an error on the Proration Statement used at Closing or, if after the actual figures are available as to any items that were estimated on the Proration Statement, then the proration or apportionment shall be adjusted based on the actual figures. As soon as reasonably possible, but in no event more than sixty (60) days after Closing, Seller shall provide to Buyer an accounting (and any supporting documentation reasonably requested by Buyer), certified as complete and materially accurate, detailing both the CAM Payments actually collected by Seller in the Closing Year, and all of the Operating Expenses attributable to the Closing Year that were actually paid by Seller. As part of the Reconciliation, Seller shall pay to Buyer, or Buyer shall pay to Seller, as the case may be, the difference between the actual CAM Payments collected by Seller from each Tenant and that Tenant’s proportionate share of the Operating Expenses for the corresponding period. Either party owing the other party a sum of money based on the Reconciliation shall pay said sum to the other party within five (5) business days of the completion of the Reconciliation. Seller and Buyer shall each be responsible for the accounting and validity of xxxxxxxx to Tenants for those Operating Expenses incurred during each of Seller’s and Buyer’s respective periods of ownership of the Property.
Post-Closing Reconciliation. If any of the aforesaid prorations cannot be definitely calculated on the Closing Date, then they shall be estimated at the Closing and definitely calculated as soon after the Closing Date as feasible. As soon as the necessary information is available, Buyer and Seller shall conduct a post-Closing review to determine the accuracy of all prorations. Either party owing the other party a sum of money based on such subsequent proration(s) or post-Closing review shall promptly pay said sum to the other party within thirty (30) days of the date of demand therefor, provided that if payment is not made within thirty (30) days after delivery of a written demand therefor (in the absence of a good faith dispute as to such amounts owing), then the paying party shall also pay interest on the amount so due at the rate of the lesser of two percent (2%) over the “prime rate” (as announced from time to time in the Wall Street Journal) per annum or the maximum rate allowed by law, from the 30th day after the date of demand to the date of payment.
Post-Closing Reconciliation. If any of the aforesaid prorations cannot be calculated accurately on the Closing Date, then they shall be calculated as soon after the Closing Date as feasible. Either party owing the other party a sum of money based on such subsequent proration(s) shall promptly pay said sum to the other party, together with interest thereon at the rate of the lesser of (A) two percent (2%) over the average "prime rate" (as announced from time to time in the Wall Street Journal) per annum or (B) the highest legally permitted rate, from the Closing Date to the date of payment if payment is not made within ten (10) days after delivery of a bill xxxrefor.
Post-Closing Reconciliation. If there is an error on the preliminary Closing Statement or, if after the actual figures are available as to any items that were estimated on the preliminary Closing Statement, it is determined that any actual pro ration or apportionment varies from the amount thereof reflected on the preliminary Closing Statement, the pro ration or apportionment shall be adjusted based on the actual figures as soon as feasible. Either party owing the other party a sum of money based on such subsequent pro ration(s) shall promptly pay said sum to the other party, which payment shall be treated as an adjustment to the Purchase Price, including for applicable Tax purposes. The parties shall seek to complete all such reconciliations within 180 days after the Closing Date, after which time such reconciliations shall be deemed final (and neither party shall have any further right to dispute the same), except for (i) Taxes, which shall be reconciled within sixty (60) after the date the actual Taxes are finalized, and (ii) any specific matters for which either party has given notice of dispute to the other party and is actively pursuing resolution of such dispute. Seller and Buyer and Buyer’s property manager, shall maintain and make available to each other any books or records necessary for the adjustment of any items hereunder.
