Post-Closing Statement. Seller shall deliver to Buyer a post-closing statement covering adjustments, without duplication, to the Base Purchase Price that were not included in the Closing Settlement Statement (the “Post-Closing Statement”) within one hundred twenty (120) days after Closing. Buyer shall respond with objections and proposed corrections within thirty (30) days of the receipt of the Post-Closing Statement. If Buyer does not respond with objections and the support therefor to the Post-Closing Statement in writing within thirty (30) days of the delivery of the Post-Closing Statement, the Post-Closing Statement shall be deemed approved by Buyer. In the event that Buyer does respond and objects within this time period, the Parties shall meet within fifteen (15) days following receipt of Buyer’s objections and attempt to resolve the disputed items. If the Parties are unable to resolve the disputed items by the end of such fifteen-day period, the dispute shall be resolved in accordance with the dispute resolution provisions set forth in Section 19.3. After approval by Seller and Buyer (or after final resolution of the same under Section 19.3), the net adjustment due pursuant to the Post-Closing Statement for the Assets conveyed shall be summarized and a net check or invoice shall be sent to the Buyer or Seller, as the case may be. Buyer or Seller, as the case may be, agrees to promptly pay such invoice within ten (10) days after receipt by Buyer or Seller, as the case may be.
Post-Closing Statement. (a) Within 60 days after the Closing Date, Purchaser shall prepare in good faith and deliver to Seller statements of (i) Working Capital and (ii) Indebtedness of the Company, in each case as of the Closing (collectively, the “Initial Closing Statement”). The Initial Closing Statement shall be prepared in accordance with the Accounting Principles and in accordance with GAAP, in each case applied consistently with their application in connection with the preparation of the Business Financial Statements.
Post-Closing Statement. Within ninety (90) days after the Closing, the GMO Parties shall prepare and deliver to POS-Minerals a statement (the “Post-Closing Statement”) setting forth in reasonable detail a final calculation of Actual 2007 Expenditures, the Underfunded 2007 Payment Amount based on such final calculation of Actual 2007 Expenditures, the 2008 Pre-Closing Expenditures, a calculation of the Deduction Percentage, and a calculation of the amounts determined by Nevada Moly to be payable by Nevada Moly under Section 2.4(d). The Post-Closing Statement shall be accompanied by a certificate of the chief financial officer of Nevada Moly to the effect that the information contained in the Post-Closing Statement is fairly presented, in all material respects, in accordance with GAAP and customary industry accounting practices. POS-Minerals and its agents and representatives shall be entitled to reasonable access during normal business hours to the relevant records, personnel and working papers of the GMO Parties and the Company to assist in POS-Minerals’ review of the Post-Closing Statement. Within six (6) months after POS-Minerals’ receipt of the Post-Closing Statement (the “Objection Period”), POS-Minerals shall deliver to Nevada Moly a written report setting forth in detail any changes or adjustments that POS-Minerals proposes to make to the Post-Closing Statement and any other objections that POS-Minerals has to the GMO Parties’ calculation of any item required to be contained in the Post-Closing Statement; provided, that the Objection Period may be extended for an additional period not to exceed six (6) months (for a total period not to exceed one (1) year) with the consent of Nevada Moly, such consent not to be unreasonably withheld or delayed. POS-Minerals’ failure to deliver such a written report to Nevada Moly by the expiration of the Objection Period, as it may be extended, shall be deemed an acceptance by POS-Minerals of the Post-Closing Statement as submitted by the GMO Parties, and shall be deemed to have established as of the date of such expiration the amounts in such Post-Closing Statement for purposes of the second sentence of Section 2.4(c). CONTRIBUTION AGREEMENT; Page 12
Post-Closing Statement. (a) After the Closing Date, Sellers and Purchasers shall cooperate with each other and provide each other with such access to their respective books, records, accountants, audit work papers and relevant employees as they may reasonably request in connection with the matters addressed in this Section 2.5; provided, however, that nothing contained in this Section 2.5 shall require Sellers, Purchasers or any of their respective Affiliates to disclose any attorney-client privileged information to the extent that disclosure thereof might result in the loss of attorney-client privilege. As promptly as practicable but no later than sixty (60) days after the Closing Date, Purchasers shall prepare and deliver to Sellers a statement (the “Initial Post-Closing Adjustment Statement”) of (i) the Closing Working Capital, (ii) the Closing Cash Amount, (iii) the Closing Date Indebtedness, (iv) the Closing Date Transaction Fees; and (v) the Adjustment Amount, setting forth Purchasers’ calculation of the Adjustment Amount as of the Closing together with reasonable supporting calculations and detail. The Initial Post-Closing Adjustment Statement shall be determined in accordance with the Accounting Methodology.
Post-Closing Statement. As soon as practicable but in any event within 60 days after the Closing Date, Parent will cause Buyer to prepare (or cause to be prepared) and deliver to Seller a statement (the "Post-Closing Statement") showing (i) Buyer's calculation of the Closing Net Assets of the Business as defined on and calculated in accordance with Schedule 2.4(a) as of the close of business on the Business Day prior to the Closing Date, including, in each case, the calculation thereof in reasonable detail and (ii) the aggregate costs of all license, transfer and assumption fees paid or payable (to the extent Buyer determines, in its discretion, that it requires such license, transfer or assumption) by Buyer in order to license, on substantially similar terms and conditions as those binding Seller, all Software (as defined in the Technology Assignment Agreement attached hereto as Exhibit C-5) currently used in the Business that is not assigned or transferred under this Purchase Agreement ("IT Transfer Costs") at no additional charge; provided, however, that such costs shall not include any amounts paid or payable for Software that constitutes an upgrade from that utilized in the Business (provided that, if the version currently used in the Business is no longer available from, or is being phased out by, the applicable vendor, the costs associated with any such upgrade shall be included up to the amount of the original purchase price of the Software being replaced). Buyer shall provide to Seller such back-up or supporting data relating to the preparation of the Post-Closing Statement and the calculations of Closing Net Assets and IT Transfer Costs reflected thereon as Seller may reasonably request. Buyer shall also provide, and cause its representatives to provide, as applicable, Seller and its accountants and other representatives with such reasonable access to the books, records, files, working papers and personnel of Buyer or its representatives, as applicable, at reasonable times and upon reasonable notice, as Seller may reasonably request for the purposes of evaluating the Post-Closing Statement and the calculations of Closing Net Assets and IT Transfer Costs reflected thereon.
Post-Closing Statement. As soon as available, but in no event later than 90 days after the Closing Date, IMFT shall prepare and deliver to Micron a written notice setting forth the MTV Net Book Value (the “Purchase Price”) and the Post-Closing Adjustment, if any, together with reasonably detailed supporting information (the “Post-Closing Statement”).
Post-Closing Statement. No later than 90 days after the Closing Date, Parent or its representatives shall prepare and deliver to the Stockholders’ Representative a written statement (the “Post-Closing Statement”), setting forth (A) an unaudited balance sheet as of the Closing Date, prepared in accordance with GAAP, (B) Parent’s calculation of (1) the Net Working Capital, (2) the Closing Date Cash, (3) the Closing Date Transaction Expenses, and (4) the Closing Date Indebtedness, and (C) Parent’s calculation of any necessary adjustment to the Closing Merger Consideration in accordance with Section 1.8(b)(iv), if any. Upon receipt of the Post-Closing Statement, the Stockholders’ Representative (and to the extent reasonably requested, its accountants) will be given reasonable access upon reasonable notice to the Company’s relevant books, records, workpapers and personnel (subject to customary confidentiality agreements related to such access) during business hours for the limited purpose of verifying the unaudited balance sheet, Net Working Capital, the Closing Date Cash, the Closing Date Transaction Expenses, and the Closing Date Indebtedness set forth in the Post-Closing Statement.
Post-Closing Statement. (a) As promptly as practicable, but no later than 60 days after the Closing, Buyer shall prepare and deliver to Seller a statement (including reasonably detailed supporting calculations) setting forth Buyer’s calculation of Total Assets (the “Post-Closing Statement”).
Post-Closing Statement. (a) After the Closing Date, Sellers, Seller Parent and Purchaser shall cooperate with each other and provide each other with such access to their respective books, records, accountants, audit work papers and relevant employees as they may reasonably request in connection with the matters addressed in this Section 2.5, provided, however, that nothing contained in this Section 2.5 shall require Sellers, Purchaser or any of their respective Affiliates to disclose any attorney-client privileged information to the extent that disclosure thereof might result in the loss of attorney-client privilege. As promptly as practicable but no later than seventy-five (75) days after the month end of the Closing Date, Purchaser shall prepare and deliver to Seller Parent a statement of the Adjustment Amount (the “Initial Post-Closing Adjustment Statement”), setting forth Purchaser’s calculation of the Adjustment Amount together with reasonable supporting calculations and detail. If the Initial Post-Closing Adjustment Statement is not delivered to Seller Parent within seventy-five (75) days after the Closing Date, then in addition to any other rights Seller Parent may have under this Agreement, Seller Parent will have the right to elect that the Company’s estimates set forth in the Closing Adjustment will constitute the final Adjustment Amount and will be final, conclusive and binding upon, and non-appealable by, the Parties.
Post-Closing Statement. (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Sellers a written statement of (i) the Final Closing Cash, (ii) the Final Net Working Capital, (iii) the Final Closing Indebtedness, (iv) the Final Capital Expenditures Amount and (v) the Final Transaction Expenses (collectively, the “Initial Closing Statement”), together with a notice that sets forth the proposed Post-Closing Adjustment and Purchase Price, as determined by Purchaser. The Initial Closing Statement shall be prepared in accordance with the Accounting Principles, and applied in a manner consistent with the principles, methodologies and adjustments used in connection with the preparation of Appendix II.
