Buyer’s Preparation of the Statement Sample Clauses
The "Buyer’s Preparation of the Statement" clause assigns the responsibility to the buyer for preparing a financial or closing statement, typically after the completion of a transaction. In practice, this means the buyer must compile and present a detailed account of relevant financial figures, such as working capital or net assets, as of the closing date. This clause ensures that there is a clear, standardized process for determining post-closing adjustments, thereby reducing the risk of disputes over the final financial position and ensuring transparency between the parties.
Buyer’s Preparation of the Statement. On or before the 90th day after the Closing Date, Buyer will prepare and deliver to the Representative a statement (the “Statement”) stating, in reasonable detail, Buyer’s determination of the actual Net Working Capital, Closing Cash, Closing Indebtedness, Seller Transaction Expenses, and Pre-Closing Taxes.
Buyer’s Preparation of the Statement. Within 60 days after the Closing Date, Buyer will prepare and deliver to the Company a statement (the “Statement”) setting forth, in reasonable detail, Buyer’s determination of Net Working Capital. The Company will assist Buyer and its representatives in all reasonable respects in preparing the Statement and will give Buyer and its representatives reasonable access at all reasonable times to the personnel, properties, books and records of the Company and its Affiliates for such purpose and the other matters in this Section 2.3. Such 60-day period will be extended, to the extent of any unreasonable delay by the Company in providing such assistance or access. The final determination of Net Working Capital pursuant to this Section 2.3 is “Final Net Working Capital.”
Buyer’s Preparation of the Statement. Within 60 days after the Closing Date, Buyer will prepare and deliver to the Seller Representative a balance sheet and income statement of the Company as of the Closing Date (the “Closing Date Financial Statements”) and a written statement (the “Final Statement”) setting forth, in reasonable detail, Buyer’s determination of (i) Net Working Capital as of the Closing Date, the calculation of which excludes Closing Debt (“Closing Net Working Capital”) and (ii) Debt as of the Closing Date (“Closing Debt”). The Closing Date Financial Statements and the calculation of Closing Net Working Capital and Closing Debt on the Final Statement will be prepared in accordance with GAAP, the definitions in this Agreement, and the accounting principles set forth on Exhibit 1.3(a)(ii) and Exhibit 1.4(a). The Seller Representative and Buyer will cooperate with each other and their respective representatives in good faith and in all reasonable respects as may be requested by the other Party in preparing the Closing Date Financial Statements and Final Statement. The Seller Representative and Buyer will give each other and their representatives reasonable access during normal business hours and on reasonable advance notice to any relevant personnel, properties, and books and records of the Company for purposes of completing the matters contemplated in this Section 1.3. The final determination of Closing Net Working Capital and Closing Debt, and the Closing Date Financial Statements, pursuant to this Section 1.3 is the “Final Net Working Capital,” “Final Closing Debt” and “Final Financial Statements,” respectively.
Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to each of the Stockholder Representative and the Buyer Sponsor a statement (the “Final Purchase Price Calculation Statement”) setting forth, in reasonable detail, Buyer’s calculations (“Buyer’s Proposed Calculations”) of (i) the amount of the Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Company Transaction Expenses, and (iv) the resulting Aggregate Purchase Price based on the foregoing and the other elements set forth in Section 2.1.
Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to Sellers’ Representative a statement (the “Statement”) stating, in reasonable detail, Buyer’s determination of (1) Net Working Capital and Cash, (2) the Transaction Expenses as of Closing, (3) the Funded Indebtedness as of Closing, and (4) the Pre-Closing Taxes. The final determination of Net Working Capital and Cash pursuant to this Section 2.4 is the “Final Net Working Capital and Cash.” The final determination of the Transaction Expenses as of the Closing pursuant to this Section 2.4 is the “Final Transaction Expenses.” The final determination of the Funded Indebtedness as of the Closing pursuant to this Section 2.4 is the “Final Funded Indebtedness.” The final determination of the Pre-Closing Taxes pursuant to this Section 2.4 is the “Final Pre-Closing Taxes.”
Buyer’s Preparation of the Statement. Within 60 days after the Closing Date, Buyer will prepare and deliver to Sellers’ Representative a statement (the “Statement”) stating, in reasonable detail, Buyer’s determination of (1) Net Working Capital and Cash, (2) the Transaction Expenses and (3) the Funded Indebtedness as of Closing. The final determination of Net Working Capital and Cash pursuant to this Section 2.4 is the “Final Net Working Capital and Cash.” The final determination of the Transaction Expenses as of the Closing pursuant to this Section 2.4 is the “Final Transaction Expenses.” The final determination of the Funded Indebtedness as of the Closing pursuant to this Section 2.4 is the “Final Funded Indebtedness.”
Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to Sellers Representative a statement (the “Statement”) setting forth, in reasonable detail, (i) Buyer’s good faith calculations of (1) the Cash of the Company, as of immediately prior to the Closing (“Actual Cash”), (2) the Indebtedness of the Company, as of immediately prior to the Closing (“Actual Indebtedness”), (3) Transaction Expenses (“Actual Transaction Expenses”) and (4) Net Working Capital (“Actual Net Working Capital”), (ii) the extent to which (1) Actual Net Working Capital exceeds Target Net Working Capital or (2) Target Net Working Capital exceeds Actual Net Working Capital, as the case may be, and (iii) the amount, if any, by which the Estimated Merger Consideration, calculated by replacing Estimated Net Working Capital, Estimated Cash, Estimated Indebtedness and Estimated Transaction Expenses with, respectively, Actual Net Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses, is less than or greater than the calculation of the Estimated Merger Consideration at Closing.
Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to Sellers Agent a statement (the “Statement”) setting forth, in reasonable detail, (i) Buyer’s good faith calculations of (A) the Cash of the Company, as of immediately prior to the Closing (“Actual Cash”), (B) the Indebtedness of the Company, as of immediately prior to the Closing (“Actual Indebtedness”), (C) Transaction Expenses (“Actual Transaction Expenses”), (D) Net Working Capital (“Actual Net Working Capital”) and Deferred Payroll Taxes (“Actual Deferred Payroll Taxes”), (ii) the extent to which (A) Actual Net Working Capital exceeds Target Net Working Capital or (B) Target Net Working Capital exceeds Actual Net Working Capital and (iii) the amount, if any, by which the Cash Payment, calculated by replacing Estimated Net Working Capital, Estimated Cash, Estimated Indebtedness, Estimated Transaction Expenses and Estimated Deferred Payroll Taxes with, respectively, Actual Net Working Capital, Actual Cash, Actual Indebtedness, Actual Transaction Expenses and Actual Deferred Payroll Taxes, is less than or greater than the calculation of the Cash Payment at Closing. The Statement shall include reasonable detail of the calculation and a description of the reasons for variations from the Estimated Net Working Capital, Estimated Cash, Estimated Indebtedness, Estimated Transaction Expenses and Estimated Deferred Payroll Taxes, if any.
Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to the Company a statement (the “Statement”) setting forth, in reasonable detail, Buyer’s good faith determination of Net Working Capital calculated in accordance with the Accounting Principles. The Company will give Buyer and its representatives reasonable access during normal business hours and upon reasonable prior notice to the personnel, properties, books and records of the Company and the Business as reasonably required for such purpose. The final determination of Net Working Capital pursuant to this Section 2.4 is “Final Net Working Capital.”