(vii) any document necessary to transfer control of each checking, deposit, investment or other similar accounts, security deposits from tenants and safe deposit boxes held by Company to Buyer; and
evidence that Seller has paid in full all severance pay and benefits due to Covered Employees pursuant to Section 5.10
any other documents that Buyer may reasonably request to effect the transactions contemplated hereby.
At the Closing, Buyer shall:
deliver the Purchase Price (less the Escrow Amount) to Seller as contemplated by Section 2.2;
deliver the Escrow Amount to the Escrow Agent as contemplated by Section 2.2;
deliver to Seller each of the certificates and other documents contemplated by Section 6.3; and
any other documents that Seller may reasonably request to effect the transactions contemplated hereby.
Section 2.4 Post-Closing Adjustment of Purchase Price . The Purchase Price shall be subject to adjustment after the Closing as specified in this Section 2.4:
(a) As promptly as practicable, but in any event within ninety (90) calendar days following the Closing Date, Seller shall deliver to Buyer (i) the Final Balance Sheet (the cost of preparing such balance sheet to be borne equally between Seller and Buyer) and (ii) the Final Statement of Working Capital. Seller shall make reasonably available to Buyer all books and records used in connection with the preparation of the Final Balance Sheet and the Final Statement of Working Capital and Seller’s and Seller’s Independent Accountants’ work papers thereon, if any. Buyer shall make reasonably available to Seller and its Representatives all books and records of Company and Company Subsidiaries as reasonably required by Seller in connection with Seller’s preparation of the Final Balance Sheet and Final Statement of Working Capital.
(b) The Final Statement of Working Capital delivered by Seller to Buyer shall be deemed to be and shall be final, binding and conclusive on the parties hereto; provided , however , that Buyer may dispute any amounts reflected on the Final Statement of Working Capital, but only on the basis that the amounts reflected on the Final Statement of Working Capital were not determined in accordance with GAAP applied on a basis consistent with the preparation of Company’s financial statements for the year ended December 31, 2005; provided further , however , that Buyer shall have notified Seller in writing of each disputed item (the “ Dispute Notice ”), specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within thirty-five (35) Business Days of Buyer’s receipt of the Final Statement of Working Capital (the “ Final Adjustment Date ”). In the event of such a