Post-Closing Purchase Price Adjustment. (a) Within 60 days after the Closing Date, Purchaser Parent shall prepare and deliver to Graco: (i) an unaudited consolidated balance sheet of the Liquid Finishing Business (the “Final Closing Balance Sheet”) as of and at the Effective Time on the Closing Date (but before giving effect to the consummation of the transactions contemplated by this Agreement), prepared in good faith in accordance with the policies used in deriving the Audited Annual Financial Statements (other than the departures from such policies as are described on Schedule 3.2(a)) consistently applied in accordance with past practice (except that, for the avoidance of doubt, any Excluded Assets and Excluded Liabilities shall be excluded from such balance sheet), and (ii) an accompanying statement substantially in the form used in preparing the example calculation set forth on Schedule 3.2(a) (the “Final Closing Statement”) showing Purchaser Parent’s calculation, as of the Closing Date, of: (1) Net Working Capital, Cash and Cash Equivalents, any Debt of the Asset Selling Subsidiaries (to the extent constituting Assumed Liabilities) and any Debt of any Acquired Subsidiaries, each based upon the Final Closing Balance Sheet and calculated in accordance with the methodologies used to prepare Schedule 3.2(a); (2) the resulting final Purchase Price (as determined in accordance with Section 3.1(a)) based on the foregoing amounts shown on the Final Closing Statement; and (3) the Final Adjustment Amount due to Graco or Purchaser Parent (if any), such “Final Adjustment Amount” being the difference between the Initial Purchase Price and the final Purchase Price shown on the Final Closing Statement. For the avoidance of doubt, the Final Adjustment Amount shall be due to Graco if the Initial Purchase Price is less than the final Purchase Price shown on the Closing Statement, and the Final Adjustment Amount shall be due to Purchaser Parent if the Initial Purchase Price is greater than the final Purchase Price shown on the Closing Statement.
Post-Closing Purchase Price Adjustment. Another critical term is whether there will be an adjustment to the purchase price following the closing based, for example, on the amount of working capital in the business at the time of closing. If there is to be an adjustment, what is the formula for the adjustment, how will the parties resolve any dispute over the adjustment calculation, and will any part of the purchase price be withheld following closing pending determination of the adjustment?
Post-Closing Purchase Price Adjustment. In the event that the -------------------------------------- Working Capital as reflected on the Audited Closing Balance Sheet is less than the Working Capital Target, then the Purchase Price will be adjusted downward, on a dollar-for-dollar basis, to reflect the lesser of (i) the decrease, if any, in Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet or (ii) the amount, if any, by which the Working Capital reflected on the Audited Closing Balance Sheet is less than the Working Capital Target. Conversely, the Purchase Price will be adjusted upward, on a dollar-for dollar basis, to reflect the increase, if any, in the total Working Capital as reflected on the Audited Closing Balance Sheet from the amount of Working Capital reflected on the Preliminary Closing Balance Sheet, provided, however, that in no event shall such upward adjustment exceed the total amount of any adjustment to the Purchase Price made pursuant to Section 2.6(b) above. The post-closing adjustment to the -------------- Purchase Price, if any, shall be paid by Seller to Global from the Escrow Sum (or, at Seller's option, in cash) or by Global to Seller, as the case may be, in immediately available funds within ten (10) business days of delivery of the Audited Closing Balance Sheet, unless the Seller disputes any items on the Audited Closing Balance Sheet, in which case it shall be paid within ten (10) business days after the Independent Accountants finally determine the disputed item(s), and Global delivers to Seller an Audited Closing Balance Sheet modified to reflect such determination.
Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be decreased on a dollar-for-dollar basis to the extent that the Net Working Capital (the “Closing Date Net Working Capital”) as set forth on a balance sheet (the “Closing Date Balance Sheet”) prepared as of the Closing Date (the “Net Working Capital Valuation”), as determined by Buyer’s independent accountants (“Buyer’s Accountants”), shall be less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital; or the Purchase Price shall be increased on a dollar-for-dollar basis to the extent that the Closing Date Net Working Capital, as determined by Buyer’s Accountants, shall be more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital. Buyer shall cause Buyer’s Accountants to perform the Net Working Capital Valuation within 30 days after the Closing Date. Within 10 days after the completion of the Net Working Capital Valuation, Buyer shall give the Stockholders’ Representatives notice (the “Working Capital Notice”) of the results of the Net Working Capital Valuation and whether such results provide for any increase or decrease in the Purchase Price. In the event that the Working Capital Notice reflects an increase or decrease in the Purchase Price, then, within 20 days of receipt of the Working Capital Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Working Capital Valuation, the Stockholders shall pay to Buyer an amount equal to the amount by which the Closing Date Net Working Capital is less than the lesser of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital or Buyer shall pay to the Stockholders an amount equal to the amount by which the Closing Date Net Working Capital is more than the greater of (A) the Target Net Working Capital and (B) the Estimated Net Working Capital.
Post-Closing Purchase Price Adjustment. (a) Buyer shall prepare and deliver to Parent within ninety (90) days after the Closing Date a statement (the “Closing Statement”) setting forth its calculation of Net Working Capital, Cash, Indebtedness, and Net Intercompany Receivable or Net Intercompany Payable, as applicable, in each case as of the Reference Time (the “Closing Working Capital,” “Closing Cash,” “Closing Indebtedness,” “Closing Net Intercompany Receivable,” and “Closing Net Intercompany Payable,” respectively), including reasonable detail with reasonably detailed supporting documentation. Parent and any accountants and advisors engaged by Parent shall be permitted reasonable access to the books and records of the Transferred Subsidiaries and any documents, schedules or workpapers used by Buyer in its calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, for purposes of evaluating Buyer’s calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, and making its own calculations of such amounts; provided that the accountants of Buyer and its Affiliates shall not be obligated to make any work papers available to Parent or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after Parent or such Representatives has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to such accountants.
Post-Closing Purchase Price Adjustment. As promptly as possible, but in any event no later than the fifth (5th) Business Day following the final determination, in accordance with Section 2.5.3 and/or Section 2.5.4, of Company Indebtedness, Transaction Expenses, Transaction Bonus Payments, Working Capital, and Cash on Hand (respectively, the “Final Company Indebtedness”, “Final Transaction Expenses”, “Final Transaction Bonus Payments”, “Final Working Capital Amount,” and “Final Cash on Hand Amount”), a Purchase Price adjustment shall be made as follows:
Post-Closing Purchase Price Adjustment. (a) Within 60 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller (i) a statement (the “Statement”) setting forth the Closing Working Capital and (ii) a certificate of the Purchaser stating that the Statement has been prepared in accordance with the requirements of this Section 1.05.
Post-Closing Purchase Price Adjustment. The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.6.
Post-Closing Purchase Price Adjustment. 3.2.1 Without prejudice to Clause 3.2.2, the Purchase Price shall be adjusted after the Closing Date on a euro-per-euro basis by an amount that shall be the result of applying the following formula (the “Price Adjustment Amount”):
Post-Closing Purchase Price Adjustment. 1.9.1 Within ninety (90) days following the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a statement (the “Closing Net Working Capital Statement”) which shall set forth the Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Closing Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. The Closing Net Working Capital Statement may not be amended by Seller after it is delivered to Purchaser.
