Post-Closing Determination. Within ten (10) days after the Closing Date, Seller Parent shall deliver to Purchaser Parent true and correct copies of all financial books and records of the Sellers necessary for Purchaser Parent to prepare a balance sheet of the Business as of the Closing Date for purposes of calculating the Net Asset Value as of the Closing Date (the “Net Asset Value at Closing”). Within forty (40) days after receipt of such materials from the Seller Parent, the Purchaser Parent and its auditors shall prepare a balance sheet of the Business as of the Closing Date (the “Closing Balance Sheet”) consistent with the manner of computation of the Base Net Asset Value and in conformance with GAAP for the purposes of determining the Net Asset Value at Closing and any resulting adjustments to the Purchase Price pursuant to Section 3.3(a)(ii) (the “Net Asset Value Post Closing Adjustment”); provided, that, the Parties acknowledge and agree that, for purposes of determining the Net Asset Value at Closing, the Parties shall disregard any increase in the accounts receivable of the Sellers between January 31, 2005 and the Closing Date resulting from a decrease in the amount of receivables sold by the Sellers between January 31, 2005 and the Closing Date. The Purchaser Parent and its auditors shall make available to the Seller Parent and its auditors all records and work papers used in preparing the Closing Balance Sheet and the Net Asset Value Post Closing Adjustment. If the Seller Parent disagrees with the computation of any of the Net Asset Value at Closing reflected on the Closing Balance Sheet or the Net Asset Value Post Closing Adjustment, the Seller Parent may, within fifteen (15) days after receipt of the Closing Balance Sheet, deliver a notice (an “Objection Notice”) to the Purchaser Parent setting forth the Seller Parent’s calculation of such Net Asset Value at Closing or such Net Asset Value Post Closing Adjustment. If the Seller Parent does not deliver an Objection Notice within such fifteen (15) day period, then the Net Asset Value at Closing and Net Asset Value Post Closing Adjustment shall be deemed finally determined to be as set forth on the Closing Balance Sheet. If the Seller Parent does deliver an Objection Notice, the Purchaser Parent and the Seller Parent shall use reasonable best efforts to resolve any disagreements as to the computation of the Net Asset Value at Closing or Net Asset Value Post Closing Adjustment, as the case may be, but if they do not obtain a...
Post-Closing Determination. (a) Within ninety (90) days after the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to the Securityholder Representative a written statement (the “Closing Statement”) that shall include a consolidated balance sheet of the Group Companies as of the Measurement Time prepared in accordance with the Accounting Principles, a statement of the Net Adjustment Amount, and a calculation of the following:
Post-Closing Determination. As promptly as practicable, but in no event later than sixty (60) days after the Closing, Parent shall deliver to the Member Representative Parent's determination of the actual amounts of Cash of the Company as of the close of business on the Closing Date (the "Final Closing Amount"). The Final Closing Amount shall be prepared in accordance with GAAP, based on the Company's books and records and other information then available. The Final Closing Amount shall take into account the Closing Dividend, if any, paid to the Company's Members prior to the Closing and all Transaction Expenses paid at or prior to the Closing. Parent shall provide access to and make reasonably available to the Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's determination of the Final Closing Amount. If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) and Parent and the Member Representative thereafter shall negotiate to resolve any such disagreement. If Parent and the Member Representative are unable to resolve any such disagreement within twenty (20) days after the Member Representative delivers its notice of disagreement to Parent, the Member Representative and Parent shall submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Accounting Firm. Parent and the Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Final Closing Amount at an amount determined by the Member Representative or at an amount determined by Parent or at any amount between such amounts. The resolution of such disagreements and the determination of the Final Closing Amount by the Accounting Firm shall be final and binding on Parent, the Member Representative and the Members. Parent and the Member Representative (on behalf of the Members) shall each pay one half of the fees and expenses of t...
Post-Closing Determination. (a) Within 60 days after the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller a written statement (the “Closing Statement”) that shall include Buyer’s good faith calculation of the Net Adjustment Amount and a good faith calculation (including reasonably detailed supporting calculations) of each of the following, in each case, calculated in accordance with the terms and definitions provided in this Agreement, including the Accounting Principles, and derived from, and properly reflecting, the Books and Records to the extent such Books and Records are complete and accurate: (i) the Closing Company Transaction Expenses; (ii) the Closing Funded Indebtedness; (iii) the Closing Cash on Hand; and (iv) the Closing Working Capital; provided, that if Buyer fails to timely deliver the Closing Statement, then the Parties acknowledge and agree that at the election of Seller in its sole discretion, either: (A) the Net Adjustment Amount shall be deemed to equal zero; or (B) Seller shall retain (at the expense of Buyer) an independent accounting firm of national reputation to (1) provide an audit or other review of the Acquired Companies’ financial books, records and ledgers and review the calculation of the Estimated Closing Company Transaction Expenses, the Estimated Closing Funded Indebtedness, the Estimated Closing Cash on Hand and the Estimated Closing Working Capital and (2) following such independent accounting firm’s audit or other review, deliver a written statement to the Parties that shall include such independent accounting firm’s good faith calculation and determination of the Net Adjustment Amount and a good faith calculation (including reasonably detailed supporting calculations) of each of the Closing Company Transaction Expenses, the Closing Funded Indebtedness, the Closing Cash on Hand and the Closing Working Capital, in each case, calculated in accordance with the terms and definitions provided in this Agreement, including the Accounting Principles, which calculations and determinations by such independent accounting firm shall be final, binding and non-appealable on the Parties absent manifest error, fraud or manifest disregard for the provisions of this Section 2.1(a) (and in the event of such manifest error or disregard, the written determination shall be referred back to such independent accounting firm to correct the same).
Post-Closing Determination. As soon as reasonably practical following the Closing Date, but in no event later than 120 days following the Closing Date, Purchaser shall deliver to Sellers (i) the Closing Date Schedule of Purchased Assets and Assumed Liabilities, prepared in accordance with the Transaction Accounting Principles, the Closing Date Mortgage Loan Schedule and the Closing Date Servicing Advance Schedule, and (ii) a statement (the “Purchase Price Adjustment Statement”) setting forth Purchaser’s calculation (prepared on an unaudited basis in accordance with the Transaction Accounting Principles and, with respect to principal balance, Book Value and other amounts to be determined by reference to the Books and Records, on a basis consistent with the Closing Date Schedule of Purchased Assets and Assumed Liabilities, the Closing Date Mortgage Loan Schedule and the Closing Date Servicing Advance Schedule) of the Purchase Price as of the Closing Date. Sellers shall provide Purchaser and its representatives full cooperation, including full access to books, records and employees in connection with the preparation of the Purchase Price Adjustment Statement.
Post-Closing Determination. (i) Within sixty (60) days after the Closing Date, Acquiror shall conduct a review of the Closing Working Capital and shall deliver to the Equityholder Representative a statement (the “Closing Statement”) setting forth Acquiror’s calculation of Closing Working Capital, Closing Cash, Closing Indebtedness and Company Transaction Expenses. The Closing Statement shall also contain the draft balance sheet from which the Closing Working Capital was determined and back-up calculations from which Closing Indebtedness was determined. Acquiror will prepare the Closing Statement on an accrual basis in accordance with GAAP using the same accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the preparation of the Company’s Financial Statements.
Post-Closing Determination. Within sixty (60) calendar days after the Closing Date, Buyer, or its designee, will conduct a review of the Working Capital Amount as of the Closing Date (the “Closing Date Working Capital Amount”) and will prepare and deliver to the Sellers’ Representative a balance sheet as of 12:00:01 a.m. on the Closing Date (the “Closing Date Balance Sheet”), together with a computation of the Closing Date Working Capital Amount and the Adjusted Closing Date Working Capital Amount (as defined below). The Closing Date Balance Sheet shall be prepared in a manner consistent with the preparation of the balance sheet contained in the unaudited management reports for the Company as of March 31, 2010. The Closing Date Working Capital Amount shall be adjusted to: (i) (x) add the amount of any net increase in net fixed assets of the Company from March 31, 2010 to the Closing Date, or (y) subtract the amount of any net decrease in net fixed assets of the Company from March 31, 2010 to the Closing Date, and (ii) (x) add the amount of any net decrease in long term Indebtedness of the Company from March 31, 2010 to the Closing Date or (y) subtract the amount of any net increase in long term Indebtedness of the Company from March 31, 2010 to the Closing Date (as so adjusted, the “Adjusted Closing Date Working Capital Amount”). The Company and Buyer will make available to the Sellers’ Representative all information, data, records and work papers used in preparing the Closing Date Balance Sheet and calculating the working capital adjustment hereunder and such other records and work papers as are necessary for the Sellers’ Representative to review the calculations and to resolve any disputed related thereto, including without limitation access to (and the ability to make copies of) the books and records of the Company. Buyer further agrees to make its personnel and accountants available to explain any information, data, records and work papers used in preparing the Closing Date Balance Sheet and calculating the working capital adjustment hereunder. If the Sellers’ Representative disagrees with the computation of the Adjusted Closing Date Working Capital Amount or the items reflected on the Closing Date Balance Sheet, the Sellers’ Representative may, within thirty (30) calendar days after receipt of the Closing Date Balance Sheet, deliver a notice (a “Working Capital Objection Notice”) to Buyer identifying with reasonable specificity those items of the Closing Date Balance Sheet prepa...
Post-Closing Determination. (a) Within sixty (60) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller a statement (the “Post-Closing Statement”), which shall include (i) a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date (the “Closing Date Balance Sheet”), including the Cash and Cash Equivalents (as determined pursuant to Section 1.03(b), the “Final Closing Date Cash and Cash Equivalents”), the Closing Date Indebtedness (as determined pursuant to Section 1.03(b), the “Final Closing Date Indebtedness”), and the Company Closing Costs (as determined pursuant to Section 1.03(b), the “Final Company Closing Costs”) and (ii) the Buyer’s calculation of Net Working Capital as of the close of business on the Closing Date (as determined pursuant to Section 1.03(b), the “Final Net Working Capital”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies as were used in the Financial Statements and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness, Company Closing Costs, and Net Working Capital set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date; provided that, to the extent there are one or more line items contained in the Financial Statements that are not reflected in Annex A hereto, such line item shall not be considered in determining Final Net Working Capital; provided, further, that in the event of any discrepancy between Annex A hereto and the terms of this Agreement relating to the determination of Net Working Capital, Annex A shall prevail.
Post-Closing Determination. The Final Purchase Price shall be an amount (as finally determined pursuant to this Section l.0l(f)) equal to the Initial Purchase Price, plus (or minus) (i) the amount by which the Closing Working Capital exceeds (or is less than) the Target Working Capital, plus (ii) the Cash and Cash Equivalents, minus (iii) any Indebtedness not repaid by the Buyer pursuant to Section 1.02(b)(iii).
Post-Closing Determination. (i) To the extent that the Estimated Purchase Payment Amount shall have been more than the sum of the Total Adjusted Capital of the European Subsidiaries and Europe Assets Value, the amount of such difference (less any interim payments to Buyer pursuant to Section 1.2(c)(i)) shall be paid to Buyer by Escrow Agent in accordance with the terms of the Escrow Agreement within five business days after the determination of such amount. The balance of the Escrow Fund together with interest earned on all amounts distributed to Seller, if any, shall thereafter be paid to Seller. To the extent the amount of the Escrow Fund is insufficient to pay to Buyer the excess of the Estimated Purchase -6- Payment Amount over the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, Merisel shall pay to Buyer any shortfall within five business days of the determination of such amount by wire transfer. To the extent that the Estimated Purchase Payment Amount is less than the Total Adjusted Capital of the European Subsidiaries and the Europe Assets Value, the total Escrow Payment plus a cash consideration equal to the amount of any remaining difference (less any interim payments to Europe, pursuant to Section 1.2(c)(i)) shall be paid by Buyer to Europe, within five business days after the determination of such amount, by wire transfer. Notwithstanding anything to the contrary in this Agreement, the terms of the Escrow Agreement shall govern all payments to Buyer or Europe from the Escrow Fund.
