Buyer Closing Statement Sample Clauses
Buyer Closing Statement. At least two (2) Business Days prior to the Closing Date and in any event not earlier than the time that holders of Buyer Class A Common Stock may no longer elect redemption in accordance with the Buyer Stockholder Redemption, Buyer shall prepare and deliver to the Company a statement (the “Buyer Closing Statement”) setting forth (and, in each case, including reasonable supporting detail for) Buyer’s good faith estimates of: (a) the aggregate amount of cash in the Trust Account (prior to giving effect to the Buyer Stockholder Redemption) and the PIPE Investment proceeds received or to be received by Buyer or its Designee prior to the Closing; (b) the aggregate amount of all payments required to be made in connection with the Buyer Stockholder Redemption; (c) the Available Closing Buyer Cash resulting therefrom; (d) the amount of the Buyer Transaction Expenses (including copies of invoices for third-party Buyer Transaction Expenses (whether paid or unpaid prior to the Closing), together with applicable Tax forms for any unpaid Buyer Transaction Expenses); (e) the number of shares of Buyer Common Stock to be outstanding as of immediately prior to the First Effective Time after giving effect to the Buyer Stockholder Redemption and the issuance of shares of Buyer Common Stock pursuant to the PIPE Subscription Agreements; (f) any Reduction Amount and (g) the Loan Tender Amount. The Buyer Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after the delivery of the Buyer Closing Statement until the First Effective Time, Buyer shall (i) cooperate with and provide the Company and its Representatives all information reasonably requested by the Company or any of its Representatives and within Buyer’s or its Representatives’ possession or control in connection with the Company’s review of the Buyer Closing Statement and (ii) consider in good faith any comments to the Buyer Closing Statement provided by the Company, which comments the Company shall deliver to Buyer no less than one (1) Business Day prior to the Closing Date, and Buyer shall revise such Buyer Closing Statement to incorporate any changes Buyer determines are necessary or appropriate given such comments.
Buyer Closing Statement. Within 90 days following the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller Representative a consolidated balance sheet of the Group Companies as of the Effective Time and a statement (together, with the balance sheet, the “Buyer Closing Statement”) of Buyer’s calculations of the following amounts: (a) the Closing Working Capital, (b) the Closing Cash, (c) the Closing Indebtedness, and (d) the Seller Transaction Expenses. Notwithstanding anything contained herein to the contrary, the amounts set forth on the Buyer Closing Statement shall not reflect any purchase accounting adjustments as a result of the Transactions. After the due date for the Buyer Closing Statement, Buyer may not object to any item in the Estimated Closing Statement or change any amount set forth in the Buyer Closing Statement, and any matter from the Estimated Closing Statement not changed in the Buyer Closing Statement shall be deemed accepted by, and final and binding upon, Buyer.
Buyer Closing Statement. As soon as is reasonably possible after the Closing, Buyer shall prepare, or cause to be prepared, in consultation with the Parent and at Buyer’s expense, and deliver to the Parent a statement that shall set forth the Current Assets, Current Liabilities and Closing Net Working Capital and Discounted A/R Amount as of the Effective Time (the “Buyer Closing Statement”). The Buyer Closing Statement shall be prepared on the same basis used to calculate the Closing Net Working Capital and Discounted A/R Amount as set forth on Exhibit “D”. The Buyer shall deliver the Buyer Closing Statement to Parent not later than ninety (90) days after the Closing Date. If the Buyer shall fail to deliver the Buyer Closing Statement to Parent within such 90-day period, then Parent shall deliver its own calculation of the Closing Net Working Capital and Discounted A/R Amount to Buyer promptly after the end of such 90-day period, which statement shall be deemed to be the Buyer Closing Statement. In such case, Sections 2.4.3, 2.4.4 and 2.4.5 shall apply as if Parent were the Buyer and Buyer were the Parent.