Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty (60) days following the Closing Date, the Surviving Corporation shall prepare and deliver to the Stockholders’ Representative (i) a consolidated balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”), (ii) a statement (the “Closing Working Capital Statement”) setting forth the Working Capital of the Company as of the close of business on the Closing Date (the “Closing Working Capital”), which shall include a calculation of the difference (positive or negative) between the Estimated Working Capital and the Closing Working Capital and (iii) as statement (the “Closing Cash Statement”) setting forth the Cash of the Company as of the close of business on the Closing Date, which shall include a calculation of the difference (positive or negative) between the Estimated Cash and the Closing Cash. The Closing Balance Sheet, the Closing Working Capital Statement and the Closing Cash Statement shall each be prepared in accordance with GAAP and in a manner consistent with the preparation of the Closing Statement (including the calculation of Estimated Working Capital and Estimated Cash). Upon delivery of such statements by the Surviving Corporation, the Surviving Corporation shall provide the Stockholders’ Representative and its representatives with prompt and reasonable access to the books and records of the Surviving Corporation, Merger Sub and the Company, as the case may be, in order to allow the Stockholders’ Representative and its representatives to verify the accuracy of the determination by the Surviving Corporation of the Closing Working Capital and Closing Cash. On or after the Closing Date, Parent and the Company may conduct a physical count of the Inventory of the Company and its Subsidiaries (the “Inventory Count”) as of the Closing Date. Each of the parties shall have the right to have representatives or advisers (including accountants) observe the procedures conducted during any Inventory Count. If Parent determines to conduct such Inventory Count, the parties shall cooperate in good faith to identify and agree upon the amount of any Inventory that is Damaged Inventory as of the date of the Inventory Count. In such case, the agreed upon amount of Damaged Inventory as of the date of the Inventory Count shall be conclusively deemed to be excluded Inventory as of the Closing Date for purposes of determining the Purchase Price Adjustment and the Closing Wor...
Determination of Purchase Price Adjustment. (a) Within 90 calendar days after the Closing Date, Parent shall deliver to the Stockholders’ Representative a statement (the “Closing Statement”) setting forth in reasonable detail Parent’s good faith calculation of the following items (each a “Closing Item”): (i) Cash as of the Adjustment Time (as finally determined pursuant to this Section 2.6, “Final Cash”); (ii) Working Capital as of the Adjustment Time (as finally determined pursuant to this Section 2.6, the “Final Working Capital”); (iii) the aggregate amount of Indebtedness of the Company and the Company Subsidiaries as of Closing (as finally determined pursuant to this Section 2.6, “Final Indebtedness”); (iv) the aggregate amount of Transaction Expenses (as finally determined pursuant to this Section 2.6, the “Final Transaction Expenses”); and (v) the resulting calculation of the Final Purchase Price. With respect to any Closing Item (and each line item thereof), the exchange rate of any currency other than U.S. Dollars shall be determined based on the published Wall Street Journal rate on the date the Estimated Closing Statement is delivered by the Company to Parent.
Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than seventy-five (75) days following the Closing Date, Parent shall prepare or shall cause the Surviving Partnership to prepare and deliver to the Sellers’ Representative (i) an unaudited consolidated balance sheet of the Partnership as of 11:59 P.M. on the Business Day immediately prior to the Closing Date (the “Closing Balance Sheet”), and (ii) a statement (the “Closing Statement”) setting forth Parent’s good faith calculations of (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the amount of the Partnership Transaction Expenses, (D) the amount of Closing Working Capital, (E) the amount by which such Closing Working Capital (1) exceeds the Target Closing Working Capital Ceiling (which would be expressed as a positive number) or (2) is less than the Target Closing Working Capital Floor (which would be expressed as a negative number) (the “Working Capital Adjustment”), (it being understood that if the Closing Working Capital neither exceeds the Target Closing Working Capital Ceiling nor is less than the Target Closing Working Capital Floor, then the Working Capital Adjustment shall be an amount equal to zero (0)), (F) the amount of the Net Advanced Xxxxxxxx and (G) a calculation of the Final Purchase Price based on such amounts set forth in the Closing Statement, which statement shall quantify in reasonable detail the calculations of the items constituting such Closing Indebtedness, such Closing Cash, such Partnership Transaction Expenses, such Closing Working Capital, such Working Capital Adjustment, if any, and such Net Advanced Xxxxxxxx, and in each case calculated in accordance with the terms of this Agreement. If Parent fails to timely deliver the Closing Statement in accordance with the immediately preceding sentence within such seventy-five (75)-day period, then, at the election of the Sellers’ Representative in its sole discretion, either (x) the Estimated Closing Statement delivered by the Partnership to Parent pursuant to Section 2.6(a) shall be deemed final for all purposes herein or (y) the Sellers’ Representative shall retain (at the sole cost and expense of Parent) a nationally recognized independent accounting firm to provide an audit of the Surviving Partnership’s books, determine the calculation of, and prepare, the Closing Statement consistent with the provisions of this Section 2.7(a), the determination of such accounting firm being conclu...
Determination of Purchase Price Adjustment. The Parties acknowledge that the Estimated Closing Statement will be delivered to Parent prior to the Closing Date and therefore the estimated amount of Cash, Working Capital, Indebtedness and Transaction Expenses included therein may be different than the actual amount of such items were the determination thereof been made after the Closing Date. Accordingly, this Section 2.5 sets forth the process by which such estimates may be adjusted; provided that, in order to ensure that the adjustment of any such estimated item reflects an adjustment only between the estimate thereof and the actual amount thereof, each of Cash, Working Capital, Indebtedness and Transaction Expenses shall be finally determined applying solely the Working Capital Methodology (i.e., no accounting methods, policies, principles, practices, procedures, classifications, judgments or estimation methodologies inconsistent with the Working Capital Methodology may be used by Parent (or, if applicable, the Accounting Firm) in calculating any such items, as the sole purpose of the purchase price adjustment is to measure the difference, if any, between the estimate of an item and the actual amount of such item).
Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty (60) days following the Closing Date, Buyer shall cause the Company to prepare and deliver to Shareholder a statement setting forth Buyer’s good faith calculations (the “Buyer’s Proposed Calculations”) of (A) the Closing Working Capital and (C) a calculation of the Final Purchase Price based on such Closing Working Capital. Upon delivery of the Buyer’s Proposed Calculations by Buyer, Buyer shall cause the Company to provide Shareholder with reasonable access, during normal business hours, to the Company’s accounting and other personnel and to the books and records of the Company, as the case may be, and any other document or information reasonably requested by Shareholder, and necessary in order to allow Shareholder to verify the accuracy of the determination by Buyer of the Buyer’s Proposed Calculations.
Determination of Purchase Price Adjustment. The Parties acknowledge that the Estimated Closing Statement will be delivered to Buyer prior to the Closing Date and therefore the amounts of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and Estimated Tax Attribute Amount included therein will be estimates and may be different than the actual amount of such items were the determination thereof made after the Closing Date. Accordingly, this Section 2.6 sets forth the process by which such estimates may be adjusted following the Closing; provided that, in order to ensure that the adjustment of any such estimated item reflects an adjustment only between the estimate thereof and the actual amount thereof, each of Cash and Working Capital shall be finally determined applying solely the Accounting Principles (if applicable) (i.e., no accounting methods, policies, principles, practices, procedures, classifications, judgments or estimation methodologies inconsistent with the Accounting Principles may be used by any Party (or, if applicable, the Valuation Firm) in calculating any such items, as the sole purpose of the purchase price adjustment in this Section 2.6 is to measure the difference, if any, between the estimate of an item and the actual amount of such item).
Determination of Purchase Price Adjustment. (a) The Parties acknowledge that the Estimated Closing Statement will be delivered to Buyer at least two (2) Business Days prior to the Closing Date and therefore the estimated amount of Cash, Working Capital, Indebtedness and Transaction Expenses included therein may be different than the actual amount of such items were the determination thereof made after the Closing Date. Accordingly, this Section 2.5 sets forth the process by which such estimates may be adjusted following the Closing; provided, however, that, each of Cash, Working Capital, Indebtedness and Transaction Expenses shall be finally determined applying solely the applicable definitions and terms of this Agreement, including (with respect to Working Capital) the Accounting Principles, as applicable (i.e., no accounting methods, policies, principles, practices, procedures, classifications, judgments or estimation methodologies inconsistent with the applicable definitions and (with respect to Working Capital) the Accounting Principles, as applicable, may be used by Buyer (or, if applicable, the Accounting Firm) in calculating any such items.
Determination of Purchase Price Adjustment. (a) Within 15 days following the CLOSING DATE, the Seller shall prepare and deliver to the Purchaser a balance sheet of Company as at the close of business on June 30, 2000 (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be based upon the books and records of Company, shall be prepared in accordance with GAAP applied on a basis consistent with that of the preceding fiscal year, except as described on SCHEDULE 2.3(a) and shall present fairly the financial position of Company as at June 30, 2000. PURCHASE PRICE ADJUSTMENT shall be the difference between the Tangible Book Value ("TANGIBLE BOOK VALUE") on the Closing Balance Sheet and $7.6 million, less $652,000. SCHEDULE 2.3(a) contains a description of certain accounting adjustments to be made (or not made as the case may be) in preparation of the Closing Balance Sheet. Notwithstanding the fact that the Closing Balance Sheet shall show intercompany loans payable by Company to Seller, such intercompany loans shall be forgiven by Seller and therefore will not be included in calculating Tangible Book Value.
Determination of Purchase Price Adjustment. (a) Promptly after the Closing Date, and in any event not later than sixty (60) days following the Closing Date, Purchaser shall prepare or shall cause the Company to prepare and deliver to Seller (i) an unaudited consolidated balance sheet of the Company as of 11:59 p.m. (New York City time) on the day immediately prior to the Closing Date (the “Closing Balance Sheet”), and (ii) a statement (the “Closing Statement”) setting forth Purchaser’s good faith calculations (“Purchaser’s Proposed Calculations”) of (A) the amount of the Closing Indebtedness, (B) the amount of the Closing Cash, (C) the amount of the Company Transaction 30
Determination of Purchase Price Adjustment. 20 3.4 Post-Closing Purchase Price Adjustment Payment.......................21 3.5
