Cash Statement Clause Samples

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Cash Statement. 4.1 As soon as reasonably practicable, and in any event no later than 10 Business Days after the Completion Date, the Buyer shall prepare and deliver to the Sellers a draft statement (the Cash Statement) showing the amount of the Cash at Bank (the Cash Balance). The Cash Statement shall be accompanied by all necessary supporting documentation and the Buyer shall promptly provide the Sellers with access to such further documentation and information as the Sellers may reasonably require for the purpose of reviewing and agreeing the Cash Statement. 4.2 FOR THE AVOIDANCE OF DOUBT in accordance with clause 10.4 the parties hereby agree that any sums owing by the Company to either Seller shall, following Completion, be waived by the Sellers and the Company shall have no obligation whatsoever to repay such sums. 4.3 The Buyer and the Sellers shall endeavour to agree the Cash Statement within 10 Business Days of receipt of the same by the Sellers. If the Cash Statement is not agreed within 10 Business Days of receipt of the same by the Sellers, either party may refer the matter to an independent accountant (the Independent Accountant) for determination. If the parties fail to agree who to appoint as the Independent Accountant within 5 Business Days, either party may apply to the President for the time being of the Institute of Chartered Accountants in England and Wales to appoint the Independent Accountant. The Independent Accountant shall act as an expert not as an arbitrator. The Cash Statement (as adjusted in accordance with the Independent Accountant’s determination) shall (in the absence of fraud or manifest error) be binding on the parties. The reasonable fees of the Independent Accountant shall be borne equally by the Buyer and the Sellers. 4.4 If the Cash Balance as shown in the Cash Statement agreed, or determined pursuant to clause 4.4: 4.4.1 exceeds the Target Cash Amount (Cash Amount Excess), the Consideration shall be increased by an amount equal to the Cash Amount Excess and the Buyer shall pay the Cash Amount Excess to the Sellers in accordance with clause 4.5, below; or 4.4.2 if the Cash Balance is less than the Target Cash Amount (Cash Amount Shortfall), the Consideration shall be reduced by an amount equal to the Cash Amount Shortfall and the Sellers shall pay the Cash Amount Shortfall to the Buyer in accordance with clause 4.6, below; or 4.4.3 if the Cash Balance is equal to the Target Cash Amount, no further payment shall be due from the Seller...
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Cash Statement. Schedule of Capital Gains and Losses.
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Cash Statement. As promptly as practicable, but not later than thirty (30) days after the Closing, the Company shall deliver to SpinCo a statement (the “Cash Statement”) setting forth a good faith determination of the amount of all cash and cash equivalents as of the Closing (the “Closing Cash”) for the Company and each of the Foreign Retained Subsidiaries; provided, that Closing Cash shall not include the amount of the exercise price of any Company Equity Awards exercised prior to the Closing.
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Cash Statement. Within thirty (30) days after the Closing Date, Buyer shall cause to be prepared and delivered to the Seller Representative a statement (the “Cash Statement”), setting forth the Cash and Cash Equivalents as of the close of business on the day immediately preceding the Closing Date (the “Final Cash”). The Cash Statement is to be prepared in accordance with GAAP.
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Cash Statement. 1. The amount of Adjusted Cash shall be calculated as of the close of business on the Completion Date, but shall not give effect to the consummation of the transactions contemplated by this Agreement or any financing transactions in connection therewith.
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Cash Statement. On the Closing Date, the Company shall deliver to the Buyer and the Sellers' Representative a statement (the "Cash Statement") reflecting the Company's best estimate of the Closing Cash Balance. The Buyer may dispute the amount reflected on the Cash Statement after the Closing by notifying the Sellers' Representative in writing of any such dispute, specifying the amount thereof and setting forth, in reasonable detail, the basis for such dispute within ten Business Days after the Buyer's receipt of the Cash Statement. In the event of such a dispute, the Sellers' Representative and the Buyer shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If the Sellers' Representative and the Buyer are unable to reach a resolution within 15 days after the delivery to the Sellers' Representative of the Buyer's written notice of dispute with respect to the Cash Statement, the Sellers' Representative and the Buyer shall submit the items remaining in dispute for resolution to an accounting firm of national reputation mutually acceptable to the Buyer and the Sellers' Representative (or, in the absence of mutual agreement on the choice of accounting firm, one of the "big six" accounting firms chosen by lot, with each of the Buyer and the Sellers' Representative having the right to veto one firm so chosen), which shall, within 20 days after such submission, determine and report to the Sellers' Representative and the Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on the Sellers and the Buyer. The Sellers and the Buyer shall each be responsible for one-half of the fees and disbursements of such accounting firm.
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Cash Statement. No later than three (3) Business Days prior to the Effective Time, the Company shall deliver to Parent a written good faith estimate of the aggregate amount of cash, cash equivalents and marketable securities expected to be held by the Company and the Company Subsidiaries as of the Effective Time.
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Cash Statement. The Seller shall deliver, within 7 business days from the Completion Date, the draft Cash Statement.
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Cash Statement. Within five Business Days after the Measurement Date, the Company will prepare and deliver to Parent a statement setting forth the amount of Cash as of the Measurement Date, which statement shall be certified by the Chief Financial Officer of the Company (the “Cash Statement”).
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Related to Cash Statement

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Pro Forma Statement The Receiver, as soon as practicable after Bank Closing, in accordance with the best information then available, shall provide to the Assuming Institution a pro forma statement reflecting any adjustments of such liabilities and assets as may be necessary. Such pro forma statement shall take into account, to the extent possible, (i) liabilities and assets of a nature similar to those contemplated by Section 2.1 or Section 3.1, respectively, which at Bank Closing were carried in the Failed Bank's suspense accounts, (ii) accruals as of Bank Closing for all income related to the assets and business of the Failed Bank acquired by the Assuming Institution hereunder, whether or not such accruals were reflected on the Accounting Records of the Failed Bank in the normal course of its operations, and (iii) adjustments to determine the Book Value of any investment in an Acquired Subsidiary and related accounts on the "bank only" (unconsolidated) balance sheet of the Failed Bank based on the equity method of accounting, whether or not the Failed Bank used the equity method of accounting for investments in subsidiaries, except that the resulting amount cannot be less than the Acquired Subsidiary's recorded equity as of Bank Closing as reflected on the Accounting Records of the Acquired Subsidiary. Any Loan purchased by the Assuming Institution pursuant to Section 3.1 which the Failed Bank charged off during the period beginning the day after the Bid Valuation Date to the date of Bank Closing shall be deemed not to be charged off for the purposes of the pro forma statement, and the purchase price shall be determined pursuant to Section 3.2.

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Financial Statement Audit If, during its fiscal year, Grantee expends less than $750,000 in Federal Awards, Grantee is subject to the following audit requirements: (i) If, during its fiscal year, Grantee expends $500,000 or more in Federal and state Awards, singularly or in any combination, from all sources, Grantee must have a financial statement audit conducted in accordance with the Generally Accepted Government Auditing Standards (GAGAS). Grantee may be subject to additional requirements in PART TWO, PART THREE or Exhibit G based on the Grantee’s risk profile. (ii) If, during its fiscal year, Grantee expends less than $500,000 in Federal and state Awards, singularly or in any combination, from all sources, but expends $300,000 or more in Federal and state Awards, singularly or in any combination, from all sources, Grantee must have a financial statement audit conducted in accordance with the Generally Accepted Auditing Standards (GAAS). (iii) If Grantee is a Local Education Agency (as defined in 34 CFR 77.1), Grantee shall have a financial statement audit conducted in accordance with GAGAS, as required by 23 Ill. Admin. Code 100.110, regardless of the dollar amount of expenditures of Federal and state Awards. (iv) If Grantee does not meet the requirements in subsections 15.3(b) and 15.3(c)(i- iii) but is required to have a financial statement audit conducted based on other regulatory requirements, Grantee must submit those audits for review. (v) Grantee must submit its financial statement audit report packet, as set forth in 44 Ill. Admin. Code 7000.90(h)(2) and the current GATA audit manual, to the Grantee Portal within the earlier of (i) 30 calendar days after receipt of the auditor’s report(s) or (ii) 6 months after the end of the Grantee’s audit period.

  • Earnings Statement The Company will make generally available to its security holders as soon as practicable, but in any event not later than 15 months after the end of the Company’s current fiscal quarter, an earnings statement covering a 12-month period that satisfies the provisions of Section 11(a) and Rule 158 of the Securities Act.