Post-Closing Procedures. After the Closing,
Post-Closing Procedures. After the Closing, Parent shall have the right to cause its independent auditors to conduct, at its sole expense, a roll-back audit of A&S's year-end audited financial statements to determine the accuracy of the balance sheet of A&S as of the Closing Date (the "Closing Balance Sheet"). Such audit will be conducted in accordance with procedures to be mutually agreed upon by the auditors of A&S and Parent to verify the appropriateness at, or as of the Cut-Off Date, of (i) the classification of assets and non-interest bearing liabilities between A&S and the Company, (ii) the application of funds by A&S prior to the Cut-Off Date, or (iii) tax allocations and other accruals. In conducting such activities, Parent shall be given the opportunity to discuss A&S's year-end audit with A&S's auditors and review work papers prepared by A&S's auditors in connection with the preparation of A&S's year-end audited financial statements. If Parent's independent auditors determine that inaccuracies existed in the Closing Balance Sheet, then adjustments shall be made to the calculations, allocations and payments made in connection with the transactions contemplated by this Agreement. If Parent and A&S fail to agree on the resolution of any of the matters in this Section 3.7, then such matter shall be referred to the Accountant (as defined in Section 1(b) of the Tax Sharing Agreement) for a binding determination. Parent and A&S shall deliver to the Accountant copies of any schedules or
Post-Closing Procedures. (a) During the period of sixty (60) days following the date hereof, each of Seller and Purchaser shall be entitled to perform all procedures and take any other steps that it deems appropriate to confirm that the information set forth on Exhibit A is true, complete and correct and conforms with the terms and conditions of the Account Documents. Within such 60-day period, each of Seller and Purchaser may, by delivery of a writing to the other party, propose changes to the information set forth in such specified columns of Exhibit A ("Proposed Changes") and suggested adjustments to the Purchase Price using a discount rate of 6.21% applied to scheduled future Payments as of the date hereof ("Proposed Adjustments"), each calculated as the increase or decrease in the Payment balance resulting from the Proposed Change, such change to be calculated in accordance with generally accepted accounting principles in the United States consistent with Seller's past practices.
Post-Closing Procedures. After Closing, the parties shall attend to the following matters:
Post-Closing Procedures. (a) On or before the 130th day following the Closing Date, Buyer shall cause the Auditors to deliver draft copies of the Closing Balance Sheet, together with a calculation of the Total Equity of the Company as of the Closing Date (the "Final Total Equity"), the Positive Total Equity Adjustment (if any), the Negative Total Equity Adjustment (if any) and the Sludge Amount (if any) (collectively, the "Closing Statements") to Seller. The fees and expenses of the Auditor shall be paid by Buyer.
Post-Closing Procedures. (a) Within thirty (30) days after the Closing Date, or as soon as practicable thereafter, Whitehall shall deliver to Purchaser, Parent and Seller (with a copy to Kaoufman) a certificate duly executed by an authorized officer (the “Post-Closing Certificate”) setting forth the actual Consolidated Net Debt of the Group, as of the Closing Date, converted into US Dollars at the conversion rate of RUR 23.578 = $1.00. The determination of the Consolidated Net Debt set forth on the Post-Closing Certificate shall be prepared in good faith in accordance with the definitions set forth in this Agreement and otherwise in a manner consistent with the accounting principles used in preparing Whitehall’s audited consolidated financial statements as of December 31, 2007 (the “Accounting Principles”) and shall be accompanied by such supporting documentation as Purchaser may reasonably request.
Post-Closing Procedures. (i) During the period of sixty (60) days following the date hereof, Purchaser shall be entitled to perform all procedures and take any other steps that it deems appropriate to confirm that the information set forth on Exhibit A is true, complete and correct and conforms with the terms and conditions of the Account Documents. Within such 60-day period, Purchaser may, by delivery of a writing to Seller, propose changes to the information set forth in Exhibit A (“Proposed Changes”) and suggested adjustments to the Purchase Price using a discount rate of 8.28% per annum applied to scheduled future Payments as of the date hereof (“Proposed Adjustments”), each calculated as the increase or decrease in the Payment balance resulting from the Proposed Change, such change to be calculated in accordance with generally accepted accounting principles in the United States.
Post-Closing Procedures. Following Closing,
Post-Closing Procedures. The determination of the adjustments, if any, required to be made to the Merger Consideration pursuant to clause (c) of this Section 1.10 shall be made pursuant to the following provisions:
Post-Closing Procedures. Within forty-five (45) calendar days after the Closing Date, Seller shall deliver to Buyer a certificate (the “Final Closing Certificate”) containing Seller’s proposed final calculations of the (i) Assumed Liabilities, (ii) the Closing Date Accounts Receivable Amount, and (iii) the amount of all sales Tax, goods and services Tax and VAT directly attributable thereto. The Final Closing Certificate and the proposed final amounts set forth therein shall be prepared in accordance with GAAP and shall fairly and accurately present the Assumed Liabilities, the amount of Closing Date Accounts Receivable Amount and the amount of sales Tax, goods and services Tax and VAT directly attributable thereto. Within ten (10) business days following Buyer’s receipt of the Final Closing Certificate (such period, the “Review Period”), Buyer shall notify Seller in writing if Buyer disagrees with the Closing Date Accounts Receivable Amount and/or the sales Tax, goods and services Tax and VAT directly attributable thereto set forth therein (the “Notice of Dispute”). The Notice of Dispute shall only dispute the Closing Date Accounts Receivable Amount and/or the sales Tax, goods and services Tax and VAT directly attributable thereto, and shall set forth in reasonable detail the basis for such dispute, the amounts involved and Buyer’s determination of any disputed amounts. If no Notice of Dispute is received by Seller within the Review Period, then (i) Buyer shall be deemed to have irrevocably consented and agreed to the Closing Date Accounts Receivable Amount and (ii) the Closing Date Accounts Receivable Amount set forth in the Final Closing Certificate shall become final and binding upon Seller and Buyer.
