Common use of Closing Date Statements Clause in Contracts

Closing Date Statements. Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser: (a) an estimated closing statement (the “Estimated Closing Statement”), signed by the Chief Financial Officer or the Chief Executive Officer of the Company (on behalf and in the name of the Company), which sets forth in reasonable detail (i) the aggregate amount of the Closing Date Indebtedness and (ii) the Company’s reasonable good faith calculation of (A) the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), the Estimated Working Capital Surplus, if any, and the Estimated Working Capital Deficit, if any, resulting therefrom, (B) the estimated Closing Cash (the “Estimated Closing Cash”) and (C) the estimated Transaction Expenses (the “Estimated Transaction Expenses”). The Company shall provide the Purchaser and its Representatives with reasonable access to appropriate employees and advisors of the Company during normal business hours and access to such books and records as may be reasonably requested by them to review the information contained in the Estimated Closing Statement. The Company shall take into consideration any proposed revisions to the Estimated Closing Statement as are presented in good faith by the Purchaser. If the Company and the Purchaser are unable to resolve any dispute with respect to the Estimated Closing Statement, such dispute shall not under any circumstance delay the Closing, and the amounts set forth therein shall be calculated as set forth in the Estimated Closing Statement (as modified to reflect any revision mutually agreed upon by the Purchaser and the Company), for the purposes of the Closing; and (b) a statement (the “Closing Date Holder Payment Statement”), signed by the Chief Financial Officer or the Chief Executive Officer of the Company (on behalf and in the name of the Company), which sets forth in reasonable detail, in each case as of immediately prior to the Effective Time (i) the number of Fully Diluted Shares, the total number of shares of Common Stock outstanding immediately prior to the Effective Time (excluding any shares held as treasury stock), the total number of In The Money Options, the Per Series A-1 Preferred Share Redemption Amount, the Per Series A-2 Preferred Share Redemption Amount, the Per Series A-3 Preferred Share Redemption Amount, the Per Series A-4 Preferred Share Redemption Amount, the Per Series A-5 Preferred Share Redemption Amount, the Per Series B-1 Preferred Share Redemption Amount, the Per Series C-1 Preferred Share Redemption Amount, the Per Share Cash Consideration, the Per Option Cash Consideration and the aggregate amounts payable by the Purchaser to the Paying Agent and the Company pursuant to Section 3.3(a) and Section 3.3(b) of this Agreement (i.e., the Stockholder Cash Consideration and the Total Incentive Cash Consideration, respectively) and (ii) the name of each Stockholder, the number of Fully Diluted Shares held by each Stockholder, each Stockholder’s Pro Rata Percentage, the number and class of shares of Company Stock held by each Stockholder, the aggregate amount of the Stockholder Cash Consideration to be paid to each Stockholder at the Closing pursuant to Section 3.3(a) of this Agreement and the aggregate amount of the Total Incentive Cash Consideration to be paid to each Stockholder at the Closing pursuant to Section 3.3(b) of this Agreement.

Closing Date Statements. Not less As promptly as practicable after the Closing Date (but in no event later than two thirty (230) Business Days prior to days after the Closing Date), the Company shall Sellers will deliver to the Purchaser: (a) an estimated closing statement (the “Estimated Closing Statement”), signed by the Chief Financial Officer or the Chief Executive Officer of the Company (on behalf and in the name of the Company), which sets forth in reasonable detail Purchaser (i) unaudited financial statements of the Sellers prepared by SCW&Co, on an accrual basis, in a manner consistent with the 1997 Financial Statements, for the period commencing July 1, 1998 and ending on the last day of the month immediately preceding the month in which the Closing occurs (the "Closing Period"), including statements of revenues, expenses and retained earnings, statements of assets, liabilities and stockholders' equity and statement of cash flows, as well as the supplementary information and notes thereto (the foregoing financial statements are referred to as the "Closing Period Financial Statements") and (ii) a statement, with requisite supporting schedules and notes (the "Closing Date A/R Amount Certificate"), of the aggregate amount of the net collectible accounts receivable of the Sellers as at the Closing Date, calculated on an accrual basis in accordance with GAAP and in a manner consistent with the calculation of the 12/31/97 A/R Amount (the "Closing Date Indebtedness A/R Amount"). The Purchaser and (ii) its representatives shall have the Company’s reasonable good faith right to review the Closing Period Financial Statements and the Sellers' calculation of (A) the estimated Closing Date Net Working Capital A/R Amount. Within thirty (30) days after the “Estimated delivery of the Closing Period Financial Statements and the Sellers' calculation of the Closing Date Net Working Capital”)A/R Amount, the Estimated Working Capital SurplusPurchaser may notify the Sellers of any objections or changes thereto, specifying in reasonable detail any such objections or changes. If the Purchaser does not notify the Sellers of any objections or changes to the Closing Period Financial Statements and the Sellers' calculation of the Closing Date A/R Amount within such thirty (30) day period, or if anythe Sellers and the Purchaser agree on the resolution of all objections or changes, then such Closing Period Financial Statements and the Sellers' calculation of the Closing Date A/R Amount, with such changes as are agreed upon, shall be final and binding, and shall be referred to as the "Final Closing Period Financial Statements" or the "Final Closing Date A/R Amount", respectively. If the Sellers and the Purchaser shall fail to reach an agreement with respect to all objections or changes, then all disputed objections or changes shall, not later than ten (10) days after one of the parties affirmatively terminates discussions in writing with respect to such objections or changes, be submitted for resolution to an Independent Auditor. The Purchaser and the Sellers shall use reasonable efforts to cause the Independent Auditor, within twenty (20) days of its appointment, to use its best judgment in resolving the disputes submitted to it. The Closing Period Financial Statements and the Sellers' calculation of the Closing Date A/R Amount, as adjusted pursuant to the preceding sentence, shall be final and binding and shall be referred to as the "Final Closing Period Financial Statements" or the "Final Closing Date A/R Amount", respectively. In the event that the Independent Auditor resolves all disputes presented to it in the manner proposed by one of the parties, the fees and expenses of the Independent Auditor relating to the resolution of such dispute shall be paid by the other party. In all other events, the fees and expenses of the Independent Auditor shall be shared in the same proportion that the Sellers' position, on the one hand, and the Estimated Working Capital DeficitPurchaser's position, if anyon the other hand, resulting therefrom, (B) the estimated Closing Cash (the “Estimated Closing Cash”) and (C) the estimated Transaction Expenses (the “Estimated Transaction Expenses”). The Company shall provide the Purchaser and its Representatives with reasonable access to appropriate employees and advisors of the Company during normal business hours and access to such books and records as may be reasonably requested by them to review the information contained in the Estimated Closing Statement. The Company shall take into consideration any proposed revisions initially presented to the Estimated Closing Statement Independent Auditor bears to the final resolution as are presented in good faith determined by the Purchaser. If the Company and the Purchaser are unable to resolve any dispute with respect to the Estimated Closing Statement, such dispute shall not under any circumstance delay the Closing, and the amounts set forth therein shall be calculated as set forth in the Estimated Closing Statement (as modified to reflect any revision mutually agreed upon by the Purchaser and the Company), for the purposes of the Closing; and (b) a statement (the “Closing Date Holder Payment Statement”), signed by the Chief Financial Officer or the Chief Executive Officer of the Company (on behalf and in the name of the Company), which sets forth in reasonable detail, in each case as of immediately prior to the Effective Time (i) the number of Fully Diluted Shares, the total number of shares of Common Stock outstanding immediately prior to the Effective Time (excluding any shares held as treasury stock), the total number of In The Money Options, the Per Series A-1 Preferred Share Redemption Amount, the Per Series A-2 Preferred Share Redemption Amount, the Per Series A-3 Preferred Share Redemption Amount, the Per Series A-4 Preferred Share Redemption Amount, the Per Series A-5 Preferred Share Redemption Amount, the Per Series B-1 Preferred Share Redemption Amount, the Per Series C-1 Preferred Share Redemption Amount, the Per Share Cash Consideration, the Per Option Cash Consideration and the aggregate amounts payable by the Purchaser to the Paying Agent and the Company pursuant to Section 3.3(a) and Section 3.3(b) of this Agreement (i.e., the Stockholder Cash Consideration and the Total Incentive Cash Consideration, respectively) and (ii) the name of each Stockholder, the number of Fully Diluted Shares held by each Stockholder, each Stockholder’s Pro Rata Percentage, the number and class of shares of Company Stock held by each Stockholder, the aggregate amount of the Stockholder Cash Consideration to be paid to each Stockholder at the Closing pursuant to Section 3.3(a) of this Agreement and the aggregate amount of the Total Incentive Cash Consideration to be paid to each Stockholder at the Closing pursuant to Section 3.3(b) of this AgreementIndependent Auditor.

Closing Date Statements. Not less than two (2) Business Days prior to Within 60 days after the Closing Date, the Company Vendor shall prepare and deliver to the Purchaser: (a) an estimated closing statement (, the “Estimated Closing Statement”)draft Effective Date Statements, signed audited by the Chief Financial Officer or the Chief Executive Officer ▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Co. Following delivery of the Company (on behalf and in draft Effective Date Statements to the name of the Company), which sets forth in reasonable detail (i) the aggregate amount of the Closing Date Indebtedness and (ii) the Company’s reasonable good faith calculation of (A) the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”)Purchaser, the Estimated Working Capital Surplus, if any, and the Estimated Working Capital Deficit, if any, resulting therefrom, (B) the estimated Closing Cash (the “Estimated Closing Cash”) and (C) the estimated Transaction Expenses (the “Estimated Transaction Expenses”). The Company Vendor shall provide the Purchaser and with access to its Representatives working papers relating to the draft Effective Date Statements and, if requested, the Vendor will provide the Purchaser with reasonable access to appropriate employees and advisors of the Company during normal business hours and access to such its books and records as may be reasonably requested by them with respect to review the information contained in the Estimated Closing StatementBusiness. The Company Purchaser shall take into consideration any proposed revisions complete its review within 20 days after the receipt by the Purchaser of the draft Effective Date Statements. In the event that the Purchaser, as a result of its review, objects in writing to the Estimated Closing Statement as draft Effective Date Statements within such 20 days, the Vendor and the Purchaser will agree upon draft Effective Date Statements on which the adjustments hereafter provided for are presented in good faith by to be based, provided that if the Purchaser. If the Company Vendor and the Purchaser are unable to resolve any dispute with respect so agree within 30 days after delivery to the Estimated Closing StatementPurchaser of the draft Effective Date Statements, such dispute shall not under any circumstance delay the Closing, and the amounts set forth therein shall be calculated as set forth in the Estimated Closing Statement (as modified to reflect any revision mutually agreed upon by then the Purchaser and the CompanyVendor shall retain the independent chartered accounting firm of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ to resolve the differences on specific points of disagreement and to provide revised Effective Date Statements on the resolution of the points of disagreement. The fee for preparing the Effective Date Statements and of such chartered accounting firm shall be shared equally by the Purchaser, on the one hand, and the Vendor, on the other hand, and the decision of such chartered accounting firm shall be conclusive, final and binding upon the Purchaser and the Vendor. The "Final Effective Date Statements" shall be the statements meeting the definition of Effective Date Statements and with respect to which one of the following has occurred: (a) the Purchaser has not objected in writing to the draft Effective Date Statements within such 20 days (in which case the Effective Date Statements shall be deemed to have been agreed upon as at the end of the 20th day), for the purposes of the Closing; and (b) a statement (the “Closing Date Holder Payment Statement”), signed by the Chief Financial Officer or the Chief Executive Officer of the Company (on behalf and in the name of the Company), which sets forth in reasonable detail, in each case as of immediately prior to the Effective Time (i) the number of Fully Diluted Shares, the total number of shares of Common Stock outstanding immediately prior to the Effective Time (excluding any shares held as treasury stock), the total number of In The Money Options, the Per Series A-1 Preferred Share Redemption Amount, the Per Series A-2 Preferred Share Redemption Amount, the Per Series A-3 Preferred Share Redemption Amount, the Per Series A-4 Preferred Share Redemption Amount, the Per Series A-5 Preferred Share Redemption Amount, the Per Series B-1 Preferred Share Redemption Amount, the Per Series C-1 Preferred Share Redemption Amount, the Per Share Cash Consideration, the Per Option Cash Consideration Vendor and the aggregate amounts payable by Purchaser have agreed on such statements, or (c) such chartered accounting firm has delivered revised draft Effective Date Statements reflecting the Purchaser to resolution of specific points of disagreement between the Paying Agent and the Company pursuant to Section 3.3(a) and Section 3.3(b) of this Agreement (i.e., the Stockholder Cash Consideration and the Total Incentive Cash Consideration, respectively) and (ii) the name of each Stockholder, the number of Fully Diluted Shares held by each Stockholder, each Stockholder’s Pro Rata Percentage, the number and class of shares of Company Stock held by each Stockholder, the aggregate amount of the Stockholder Cash Consideration to be paid to each Stockholder at the Closing pursuant to Section 3.3(a) of this Agreement and the aggregate amount of the Total Incentive Cash Consideration to be paid to each Stockholder at the Closing pursuant to Section 3.3(b) of this Agreementparties.