Post-Closing True-Up. (a) No later than ninety (90) days after the Closing Date, Buyer will provide to Seller a report (the “Post-Closing Report”), including pertinent supporting schedules, calculations and documentation, containing (x) Buyer’s good faith calculations of (i) the actual amount of Closing Cash (the “Final Closing Cash”), including amounts retained pursuant to Section 1.4(b)(iii), (ii) the actual amounts of the Prorated Items as of the Closing (the “Final Prorated Items”), (iii) the Event Amounts (the “Final Event Amounts”), (iv) the amount of any Indebtedness of the Company as of immediately prior to the Closing that remained outstanding following the Closing (the “Final Indebtedness”), (v) the Casualty Credit (if any), (vi) the Local Pension Plan Adjustment, and (vii) an amount equal to 50% of the aggregate amount of all accrued vacation obligations in respect of the Business Employees as of the Closing (such fifty percent (50%) the “Final Accrued Vacation Expense”), and (y) Buyer’s calculation of the Final Closing Purchase Price Amount based on the foregoing items. Calculations set forth on the Post-Closing Report will be done using the same methodology, practices and principles used by Seller in making the calculations set forth on the Estimated Closing Report. If Buyer fails to deliver the Post-Closing Report within such ninety (90) day period, Seller will deliver its good faith calculation (including all components thereof) of the Final Closing Cash, including amounts retained pursuant to Section 1.4(b)(iii), Final Prorated Items, Final Event Amounts, Final Indebtedness, Final Accrued Vacation Expense and the resulting calculation of the Final Closing Purchase Price Amount based on the foregoing items, in which event Buyer will have the same rights to review and object to such calculations under this Section 1.5 as Seller would have had upon Buyer’s preparation of such calculations. In connection with Seller’s review of the Post-Closing Report, Buyer will cooperate in good faith with Seller and its Representatives, including by providing on a timely basis all information reasonably necessary in the determination of the Final Closing Cash, the Final Prorated Items, the Final Event Amounts, the Final Indebtedness and the Final Accrued Vacation Expense and other information reasonably requested by Seller in connection therewith.
Post-Closing True-Up. (i) Within ninety (90) days after the Closing Date, the Buyer shall provide to the Securityholder Representative the Closing Balance Sheet, together with the Buyer’s determination of (A) the Unrestricted Cash, (B) the Company Debt, (C) the Company Long-Term Deferred Revenue, (D) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (E) the aggregate amount of Change in Control Payments, including any related employer portion of employment taxes attributable thereto, (F) the Net Working Capital Deficiency, and (G) the Merger Consideration (collectively, the “Closing Working Capital Statement”). The Buyer will make available at the Securityholder Representative’s reasonable request all records and work papers used in calculating such amounts. If the Securityholder Representative disagrees with any of the amounts set forth in the Closing Working Capital Statement, the Securityholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within forty five (45) days after the receipt of the Closing Working Capital Statement (and in the event no Change Notice is provided during such period, the Securityholder Representative will be deemed to have agreed to and accepted each such calculation as of the end of such period). The Buyer shall promptly cooperate with the Securityholder Representative in providing such information as the Securityholder Representative reasonably requests in connection with the review of the Closing Working Capital Statement. If the Securityholder Representative provides a Change Notice to the Buyer within such period, the Closing Working Capital Statement and the components thereof included in the Change Notice shall be finally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(d) (Resolution of Disputes).
Post-Closing True-Up. (a) Within twenty (20) Business Days after the Distribution Date, LQ Parent shall prepare and deliver to CPLG a statement (the “Statement”), setting forth (i) the amount by which the Estimated Existing Net Indebtedness exceeds, or is less than (as applicable) the Closing Existing Net Indebtedness, and (ii) the amount by which the accrued but unpaid Transaction Expenses as of the Distribution Date exceeds the Estimated Transaction Expenses. CPLG shall provide reasonable assistance to LQ Parent in the preparation of the Statement.
Post-Closing True-Up. (a) As soon as practicable, but in no event more than 60 days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller a statement (the “Closing Statement”) consisting of (i) an unaudited consolidated balance sheet of the Business (other than the Canadian Sub) as of the close of business on the Closing Date, (ii) a good faith calculation in reasonable detail of the Closing Working Capital derived from such balance sheet and (iii) a good faith calculation of the amount of any payment required under Section 2.5(e), 2.5(f) and all other amounts specifically identified in this Agreement as being reflected on the face of the Reference Closing Statement; provided that such Closing Statement shall not include any vacation accrual. The Closing Statement shall be prepared in accordance with the Applicable Accounting Principles, except that it shall not include any vacation accrual.
Post-Closing True-Up. (a) The Buyer shall deliver, no sooner than 30 days nor later than 60 days after the Closing, the Buyer’s determination of each of (i) the Net Working Capital, (ii) the Affiliate Short-Term Liabilities, (iii) the Affiliate Long-Term Liabilities, (iv) total Long-Term Debt, (v) any Long-Term Liabilities, (vi) the OPEB Amount, (vii) the Expansion Capital Expenditures Amount, and (viii) the Maintenance Capital Expenditures Amount (the “Purchase Price Components”) in each case as of the Closing Date (the “Closing Statement”). For purposes of preparing the Closing Statement, the OPEB Amount will be calculated using actual demographics as of the Closing Date. The Seller agrees to cooperate with the Buyer in connection with the preparation of the Closing Statement and related information, and shall provide to the Buyer access to such books, records, personnel and other information as may be reasonably requested from time to time.
Post-Closing True-Up. Within 90 days after the Closing Date (subject to extension with the prior written consent of New Ashland Inc., such consent not to be unreasonably withheld), MAP shall prepare and deliver to Ashland a statement setting forth the MAP Partial Redemption Amount. If the MAP Partial Redemption Amount exceeds the Estimated MAP Partial Redemption Amount, MAP shall, and if the Estimated MAP Partial Redemption Amount exceeds the MAP Partial Redemption Amount, New Ashland Inc. shall, make payment to the other party of the amount of such excess, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. Payment by MAP to New Ashland Inc. under this
Post-Closing True-Up. (a) Seller will deliver, no later than sixty (60) days after the Effective Time, Seller’s determination of the Net Book Value of the Acquired Assets, Customer Deposits and Designated Assets Value, all as of the Effective Time and taking into account any Correction Adjustments (the “Closing Statement”). The Closing Statement shall be prepared on the same basis as the 2008 Statement to be presented on Schedule 5.5 and at the level of detail as set forth on and consistent with Schedule 3.2(a). Buyer will reasonably cooperate with Seller in connection with the preparation of the Closing Statement and related information, and will provide to Seller reasonable access to such books, records, personnel and other information as may be reasonably requested from time to time.
Post-Closing True-Up. Notwithstanding any other provisions of this Agreement, in the event that any CAM Advisory Client has not, on or prior to the Closing Date, (a) provided its written Consent to the assignment or deemed assignment of its CAM Advisory Contract(s) (each such Person, a “True-Up CAM Advisory Client”) to the extent required under Section 6.6(a) or (b) terminated or informed any CAM Subsidiary in writing or orally of its intention to terminate its CAM Advisory Contract(s) and, in either case, has not, on or prior to the first Business Day that is six months after the Closing Date, terminated or informed any CAM Subsidiary in writing or orally of its intention to terminate its CAM Advisory Contract(s), then the Note Principal Amount shall be increased (effective as of the Closing Date) by an amount equal to the excess, if any, of (i) the Net Amount calculated using an amount equal to the sum of (x) Aggregate Closing Revenue Run Rate plus (y) the increase in such Aggregate Closing Revenue Run Rate that would have resulted if all of the CAM Advisory Clients referred to in this Section 3.4(a) and (b) had provided their written Consent in respect of the applicable CAM Advisory Contracts on or prior to the Closing over (ii) the Net Amount as calculated pursuant to Section 1.2(c) at the Closing; provided that in no event shall the increase in the Note Principal Amount pursuant to this Section 3.4 exceed the CAM Revenue Adjustment.
Post-Closing True-Up. (a) As soon as practicable, but in no event more than 90 days following the Closing Date, Parent shall prepare, or cause to be prepared, and deliver to Stockholder a statement (the “Closing Statement”) consisting of (i) an unaudited consolidated balance sheet of the Companies as of the close of business on the Closing Date, (ii) a good faith calculation in reasonable detail of the Closing Working Capital derived from such balance sheet and (iii) a good faith calculation of the amount of any payment required under Section 2.5(e). The Closing Statement shall be prepared in accordance with the Applicable Accounting Principles and shall be consistent with the Estimated Closing Statement with respect to form and format.
Post-Closing True-Up. Within 90 days after the Closing Date (subject to extension with the prior written consent of New Ashland Inc., such consent not to be unreasonably withheld), MAP shall prepare and deliver to Ashland a statement setting forth the MAP Partial Redemption Amount. If the MAP Partial Redemption Amount exceeds the Estimated MAP Partial Redemption Amount, MAP shall, and if the Estimated MAP Partial Redemption Amount exceeds the MAP Partial Redemption Amount, New Ashland Inc. shall, make payment to the other party of the amount of such excess, together with interest thereon at a rate equal to the rate of interest from time to time announced publicly by Citibank, N.A., as its prime rate, calculated on the basis of the actual number of days elapsed divided by 365, from the Closing Date to the date of payment. Payment by MAP to New Ashland Inc. under this Section 1.06 shall be in an amount of cash and accounts receivable of MAP (such accounts receivable to be selected in accordance with the protocol set forth in Exhibit A) within 30 days of the determination by MAP of the MAP Partial Redemption Amount. The total Value of the accounts receivable payable by MAP under this Section 1.06 shall equal the product of (i) the total amount of the payment owed by MAP to New Ashland Inc. under this Section 1.06 and (ii) the AR Fraction. Payment made by New Ashland Inc. to MAP under this Section 1.06 shall be made in cash within 30 days after receipt by New Ashland Inc. of the statement setting forth the MAP Partial Redemption Amount. All cash payments under this Section 1.06 shall be made by wire transfer in immediately available funds to an Ashland bank account or a MAP bank account, as applicable, which shall be designated in writing by Ashland or MAP, as applicable, at least two business days prior to the date for such payment.
