Final Closing Date Statement Clause Samples

Final Closing Date Statement. Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Final Closing Date Statement”) setting forth its calculations of the (A) Closing Cash, (B) Closing Indebtedness, (C) Closing Transaction Expenses, (D) Closing Working Capital, and (E) Final Closing Cash Payment. The Final Closing Date Statement will be prepared in accordance with GAAP and shall be in the form attached hereto as Exhibit J.

Final Closing Date Statement. The Closing Date Statement shall be final and binding on the Parties for the purpose of determining the Purchase Price, a) in accordance with clause 3.4.2, if and to the extent the Sellers have not submitted an Objection Statement within the time period set forth therein; b) if and to the extent the Sellers and the Purchaser have reached an agreement concerning the disputed items;

Final Closing Date Statement. Within one hundred fifty (150) days after the Closing Date, Buyer shall cause to be prepared and delivered to Parent a statement (the “Final Closing Date Statement”), setting forth Buyer’s good faith calculation of the Closing Date Consideration (the “Final Closing Consideration”), and detailing each of the following: (i) the Net Working Capital as of the Effective Time (the “Final Closing Date Net Working Capital”), (ii) the Closing Cash Balance as of the Effective Time (the “Final Closing Cash Balance”), (iii) the Company Debt (the “Final Company Debt”) and (iv) the amount, if any, by which the Net Working Capital has been reduced as a result of a breach of a covenant set forth in Section 2.2(d) (the “Net Working Capital Deficiency”). The Final Closing Date Statement is to be prepared in accordance with GAAP and consistent with the sample calculation set forth on Exhibit K. The Parties agree that the purpose of preparing the Final Closing Date Statement and determining the Final Closing Consideration, Final Closing Date Net Working Capital, Net Working Capital Deficiency (if any), the Final Closing Cash Balance and the Final Company Debt and the related purchase price adjustment contemplated by this Section 2.3, is to measure the amount of change between (A) the Estimated Closing Cash Balance and the Final Closing Cash Balance, (B) the Estimated Company Debt and the Final Company Debt and (C) the Net Working Capital that would have existed as of the Effective Time but for a breach of Section 2.2

Final Closing Date Statement. Within seventy-five (75) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller an unaudited balance sheet of the Company as of the Effective Time (the “Final Closing Balance Sheet”), together with a statement (the “Final Closing Date Statement”), setting forth Buyer’s good faith calculation of the Closing Date Consideration, and detailing each of the following: (i) the Net Working Capital as of the Effective Time (the “Final Closing Date Net Working Capital”), (ii) the Closing Cash Balance as of the Effective Time (the “Final Closing Cash Balance”), (iii) the Company Debt (the “Final Company Debt”), (iv) the Selling Expenses (the “Final Selling Expenses”), and (v) the Closing Taxes Payable (the “Final Closing Taxes Payable”). The Final Closing Date Statement is to be prepared in accordance with the Accounting Principles. The Parties agree that the purpose of preparing the Final Closing Date Statement and determining the Final Closing Date Net Working Capital, Final Closing Cash Balance, Final Company Debt, Final Selling Expenses and Final Closing Taxes Payable and the related purchase price adjustment contemplated by this Section 2.3 is to measure the amount of change between (i) the Estimated Closing Date Net Working Capital and the Final Closing Date Net Working Capital, (ii) the Estimated Closing Cash Balance and the Final Closing Cash Balance, (iii) the Estimated Company Debt and the Final Company Debt, (iv) the Estimated Selling Expenses and the Final Selling Expenses, and (v) the Estimated Closing Taxes Payable and the Final Closing Taxes Payable and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Final Closing Date Statement or determining the Final Closing Date Net Working Capital, Final Closing Cash Balance, Final Company Debt, the Final Selling Expenses, and the Final Closing Taxes Payable except, in each case, to the extent such an introduction is necessary to comply with the Accounting Principles.

Final Closing Date Statement. On or promptly after the Closing Date (in any event not later than the (10) Business Days after the Closing Date), the Purchaser will prepare and deliver to the Vendor a draft Final Closing Date Statement setting out the actual: (i) amount of the Adjusted Obligations and Liabilities and value and amount of the Spare Parts; and (ii) value and amount of the Inventory and amount of the Prepaid Expenses; all as at the Closing Date.

Final Closing Date Statement. No later than 45 days after the Closing Date, the Seller will prepare and deliver to the Purchaser (a) a statement (the "Final Closing Date Statement") that has been reviewed and certified by Coopers & Lybr▇▇▇ ▇.▇.P. and that sets forth the actual amount as of the Closing Date of the following: (i) the Reserve (including an updated Schedule 5) (as may be finally determined in accordance with Section 1.3.2, the "Final Reserve"); (ii) the Ceding Commission, including each adjustment thereto as set forth in Section 1.1.1 (as may be finally determined in accordance with Section 1.3.2, the "Final Ceding Commission"); and (iii) a list of each of the Transferred Reserve Assets delivered to the Purchaser at the Closing and a calculation of the Value thereof as of the Closing Date (including an updated Schedule 3) (as may be finally determined in accordance with Section 1.3.2, the "Final Reserve Assets");

Final Closing Date Statement. Within forty-five (45) days after the Closing Date, Buyer shall cause to be prepared and delivered to Allscripts Healthcare a statement (the “Final Closing Date Statement”), setting forth Buyer’s good faith calculation of the Closing Date Consideration, and detailing the Net Working Capital as of the Effective Time (the “Final Closing Date Net Working Capital”). The Final Closing Date Statement, including the calculation of the Final Closing Date Net Working Capital, is to be prepared in accordance with Exhibit F. The Parties agree that the purpose of preparing the Final Closing Date Statement and determining the Final Closing Date Net Working Capital and the related purchase price adjustment contemplated by this Section 2.3, is to measure the amount of change between the Estimated Closing Date Net Working Capital and the Final Closing Date Net Working Capital, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Final Closing Date Statement or determining the Final Closing Date Net Working Capital. If Buyer fails to timely deliver the Final Closing Date Statement in accordance with the foregoing, then Allscripts Healthcare shall provide prompt written notice of such failure and, to the extent Buyer subsequently fails to deliver the Final Closing Date Statement within fifteen (15) days after such notice, then, at the election of Allscripts Healthcare in its sole discretion, either (1) the Estimated Closing Date Statement shall be deemed to be the Final Closing Date Statement or (2) Allscripts Healthcare shall retain (at the expense of Buyer) the dispute resolution group of the Atlanta office of Ernst & Young Global Limited or if the Atlanta office of Ernst & Young Global Limited refuses such submission, the dispute resolution group of a nationally-recognized, independent accounting firm (such accounting firm, the “Accounting Firm”), to provide an audit of the EPSi Business’ books, review the calculation of the Estimated Closing Date Consideration and make any adjustments necessary thereto consistent with the provisions of this Section 2.3, the determination of the Accounting Firm being conclusive and binding on the Parties. In connection with the foregoing, Buyer shall make any relevant books and records available to the Accounting Firm in connection with its services, and all fees a...