Closing and Post-Closing Accounting Settlements Sample Clauses

Closing and Post-Closing Accounting Settlements. (a) At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess.
AutoNDA by SimpleDocs
Closing and Post-Closing Accounting Settlements. (a) No later than three (3) business days prior to the Closing Date, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Sellers, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Sellers, at Closing (in addition to amounts otherwise then owed), the amount of such excess.
Closing and Post-Closing Accounting Settlements. (a) Four (4) business days prior to Closing, Seller shall prepare and deliver to Buyer, based upon the best information then reasonably available to Seller, a statement reflecting the amount of the adjustments expressly provided for in this Agreement, including in Section 3.1, Section 6.4 and Section 10.1 and Article VII. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, the Unadjusted Purchase Price shall be reduced by the amount of such excess, and, if the converse is true, the Unadjusted Purchase Price shall be increased by the amount of such excess.
Closing and Post-Closing Accounting Settlements. (a) At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 8.1. If the amount of adjustments so determined which would result in a credit to Future Sub exceed the amount of adjustments so determined which would result in a credit to the Bargx Xxxities, Future Sub shall be entitled to receive a cash payment from Bargx xx the amount of such excess, and, if the converse is true, Bargx xxxll be entitled to receive a cash payment from Future by the amount of such excess. If no adjustment of the type contemplated under this subsection (a) is made at or before Closing and Bargx xxxuld thereafter receive any net proceeds attributable to oil or gas produced after the Effective Date, Bargx xxxll promptly remit such net proceeds to Future.
Closing and Post-Closing Accounting Settlements. (a) At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 11.1. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the number of Preferred Shares to be delivered at Closing, and, if the converse is true, Buyer shall increase the number of Preferred Shares delivered to Seller, at Closing (in addition to amounts otherwise then owed), for the amount of such excess, in each case determined on the basis of one Preferred Share for each $50 of adjustment.
Closing and Post-Closing Accounting Settlements. (a) On or before 90 days after Closing, Buyer and Seller shall review any additional information which may then be available pertaining to the adjustments provided for in Section 2.2, shall determine if any additional adjustments (whether the same be made to account for expenses or revenues not considered in making the adjustments made at Closing, or to correct errors made in such adjustments) should be made beyond those made at Closing, and shall make any such adjustments by appropriate payments from Seller to Buyer or from Buyer to Seller. Following such additional adjustments, no further adjustments to the Purchase Price shall be made under this Section 2.3.
Closing and Post-Closing Accounting Settlements. (a) At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in
AutoNDA by SimpleDocs
Closing and Post-Closing Accounting Settlements. (a) No later than three (3) business days prior to the Closing Date, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2 and, any other adjustments provided in this Agreement to be made at the Closing to the Purchase Price. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Sellers, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Sellers, at Closing (in addition to amounts otherwise then owed), the amount of such excess. If the parties are unable to resolve any disagreement concerning any proposed Purchase Price adjustment provided for in or to be made pursuant to Section 2.2 at the Closing (excluding any adjustment provided for elsewhere in this Agreement, such as an adjustment resulting from a Title Defect ) then the amount of the adjustment to the Purchase Price with respect to all disputed items shall be the amount that is midway between Sellers’ and Buyer’s good faith proposed adjustment with respect to such disputed items.
Closing and Post-Closing Accounting Settlements. (a) At or before Closing, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in SECTION 10.1. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Preferred Portion of the Purchase Price, and, if the converse is true, the Preferred Portion of the Purchase Price shall be increased by the amount of such excess. If no adjustment of the type contemplated under this SUBSECTION (a) is made at or before Closing and Seller should thereafter receive any net proceeds attributable to oil or gas produced after the Effective Date, Seller shall promptly remit such net proceeds to Buyer.
Closing and Post-Closing Accounting Settlements. (a) No later than five Business Days prior to the Closing Date, Seller shall prepare and submit to Buyer a settlement statement setting forth, in reasonable detail, Seller’s good faith computation of the adjustments provided for in Section 2.2 (which computation shall be based on actual amounts (rather than estimated amounts) in Seller's possession. No later than three business days prior to the Closing Date, the parties shall determine, based upon the best information reasonably available to them, the amount of the adjustments provided for in Section 2.2. If the amount of adjustments so determined which would result in a credit to Buyer exceed the amount of adjustments so determined which would result in a credit to Seller, Buyer shall receive a credit, for the amount of such excess, against the Purchase Price to be paid at Closing, and, if the converse is true, Buyer shall pay to Seller, at Closing (in addition to amounts otherwise then owed), the amount of such excess.
Time is Money Join Law Insider Premium to draft better contracts faster.