Final Closing Statement Clause Samples

Final Closing Statement. No later than 90 days after Closing, Buyer shall prepare and deliver to Seller a final Closing statement (the “Final Statement”), which shall correct the estimates and (if necessary) other amounts used in the Preliminary Statement, based on the Hotel’s operating reports for the month immediately preceding Closing and the month in which Closing occurred, on Buyer’s own post Closing examination of the books and records of the Hotel and on other relevant facts discovered after Closing. Seller shall be deemed to have agreed to the Final Statement as prepared by Buyer, except for such items as to which Seller specifically objects in a written notice given to Buyer within 60 days after Buyer delivers the Final Statement to Seller.

Final Closing Statement. If either Advisor Parent or GNL timely receive a Notice of Disagreement, Advisor Parent and GNL shall attempt in good faith to resolve any differences that they may have with respect to all matters specified in the Notice of Disagreement (and all discussions related thereto shall, unless otherwise agreed by Advisor Parent and GNL, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Advisor P▇▇▇▇▇ and GNL shall submit such dispute to the dispute resolution group of a U.S. national independent accounting firm mutually acceptable to Advisor Parent and GNL (the “Accounting Expert”). Advisor Parent and GNL shall cooperate in good faith to promptly engage the Accounting Expert, pursuant to an engagement letter that requires the Accounting Expert to make all determinations in accordance with the definitions and terms contained herein. If any dispute is submitted to the Accounting Expert, Advisor P▇▇▇▇▇ and GNL will promptly upon request, furnish to the Accounting Expert such work papers and other documents and information relating to the disputed issues as the Accounting Expert may request and are available to that Party or its independent accountants (including, with respect to GNL, any information of the Surviving Entities) and otherwise cooperate fully with the Accounting Expert’s review of the dispute, and both Advisor P▇▇▇▇▇ and GNL shall be afforded the opportunity to present the Accounting Expert (with a copy concurrently delivered to the other Party) material relating to the determination and to discuss the determination with the Accounting Expert. The Accounting Expert (acting as an expert and not as an arbitrator) shall resolve only those matters set forth in such Notice of Disagreement that remain in dispute after the thirty (30)-day resolution period. With respect to any disputed item, the Accounting Expert’s determination shall be no greater than the higher of the amounts calculated and submitted by Advisor P▇▇▇▇▇ and GNL, as the case may be, and no less than the lower of the amounts calculated and submitted by Advisor P▇▇▇▇▇ and GNL, as the case may be. It is the intent of the Parties that the process set forth in this Section 2.3(c) and the activities of the Accounting Expert in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration r...

Final Closing Statement. As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) days thereof, ▇▇▇▇▇ shall prepare and deliver to Seller a statement (the “Final Closing Statement”), together with reasonable supporting detail, showing ▇▇▇▇▇’s good faith calculations of (i) Net Working Capital (the “Final Net Working Capital”), (ii) Acquired Group Indebtedness (the “Final Acquired Group Indebtedness”), (iii) Transaction Expenses (the “Final Transaction Expenses”), (iv) Closing Cash (the “Final Closing Cash”), (v) Company Bonus Payments (the “Final Company Bonus Payments”), and (vi) based on the amounts set forth in clauses (i) through (iv), the amount that the Closing Date Consideration would have been if the Final Net Working Capital, Final Acquired Group Indebtedness, Final Transaction Expenses, Final Closing Cash, and Final Company Bonus Payments were substituted for the Estimated Net Working Capital, Estimated Acquired Group Indebtedness, Estimated Transaction Expenses, Estimated Closing Cash, and Estimated Company Bonus Payments, respectively (such adjusted amount, the “Adjusted Closing Date Consideration”). The Final Closing Statement shall be prepared in accordance with the defined terms herein and, in the case of Final Net Working Capital, the Accounting Principles and shall, except as explicitly set forth in the Accounting Principles (A) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the Transactions (including any financing transactions in connection with the consummation of the Transactions), (B) be based on facts and circumstances as they exist as of immediately prior to the Closing and shall exclude the effect of any act, decision or event occurring on or after the Closing (provided that the Final Closing Statement and the calculations contained therein may take into consideration information becoming available within ninety (90) days after the Reference Time, to the extent such information provides evidence of facts and circumstances existing as of the Closing Date), and (C) not give effect to the Transactions or any financing obtained or to be obtained by Buyer or any of its Affiliates (including any member of the Acquired Group following the Closing) or any other transaction entered into by Buyer or any of its Affiliates (including any member of the Acquired Group following the Closing) or any other facts unique or ...

Final Closing Statement. Within seventy-five (75) days after the Closing Date, Buyer shall prepare and deliver to Holdings a written report (the "Final Closing Statement") setting forth Buyer's final estimates of Closing Net Liabilities and Closing Equivalent Subscribers to the extent not previously determined pursuant to Section 2.4(a), determined in accordance with Section 2.3 and in accordance with the methodologies and the accounting policies and practices consistent with those used in preparing the Preliminary Closing Statement, and the Cash Consideration, as adjusted pursuant to Section 2.

Final Closing Statement. Seller and Purchaser will adjust any apportionments made under this Section 4.5 after the Closing to account for errors or incorrect estimates made as of the Closing Date (it being agreed that the parties’ agreement to make such adjustments will survive the Closing for a period of six months). Within six months following the Closing Date, Purchaser or its agent will prepare, and Seller will review and approve (which approval shall not be unreasonably withheld and which shall be deemed to have been given unless Seller gives its specific objections thereto in writing within 10 Business Days after receipt thereof) a final closing statement (the “Final Closing Statement”) setting forth the final determination which will show the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for herein, and such net due amount, if any, will be due to Seller or Purchaser, as applicable. The net amount due Seller or Purchaser, if any, by reason of any adjustments as shown in the Final Closing Statement (including any open items), shall be paid in cash by wire transfer by the party obligated therefor within 10 Business Days following that party’s receipt of the approved Final Closing Statement. Purchaser and Seller shall provide one another and their respective representatives with reasonable backup documentation evidencing the amounts set forth on the Final Closing Statement. The provisions of this Section 4.5 shall survive the Closing.

Final Closing Statement. The Reviewed Closing Statement shall become final and binding on Sellers and Purchaser upon the earliest to occur of: (i) if no Objection Notice has been given, the expiration of the period within which Purchaser or Sellers, as the case may be, may notify Sellers or Purchaser, as applicable, of any objections thereto pursuant to Section 3.3.4; (ii) the written agreement by Sellers and Purchaser that such Reviewed Closing Statement, together with any modifications thereto agreed by them, shall be final and binding; and; (iii) if a matter has been submitted to the Disputes Auditors in accordance with Section 3.3.6, three (3) days after the date on which the Disputes Auditors have issued their decision with respect thereto. The Reviewed Closing Statement, as adjusted, where applicable, pursuant to any agreement between the Parties or pursuant to the decision of the Disputes Auditors, when final and binding on both Parties in accordance with the immediately preceding sentence, is herein referred to as the “Final Closing Statement”.

Final Closing Statement. The Preliminary Closing Statement shall become final and binding on both Parties upon the earliest of (i) if no Seller Dispute Notice has been given, the expiration of the period within which Seller may notify Buyer of any objections to the Preliminary Closing Statement pursuant to Section 2.8(b), (ii) if the Seller Dispute Notice has been given, upon the agreement by Seller and Buyer that such Preliminary Closing Statement, together with any modifications thereto agreed to in writing by Seller and Buyer is final and binding, and (iii) if the Seller Dispute Notice has been given but there is no such agreement, the date on which the Disputes Auditor shall issue its decision with respect to any dispute relating to such Preliminary Closing Statement referred to the Disputes Auditor pursuant to Section 2.8(c), giving effect to any items reflected in the Seller Dispute Notice as to which Buyer and Seller were able to reach agreement prior to such referral. The Preliminary Closing Statement, as adjusted, if applicable, pursuant to any agreement between the Parties or pursuant to the decision of the Disputes Auditor, when final and binding on both Parties, is herein referred to as the “Final Closing Statement.”

Final Closing Statement. The Adjustment Amount shall be deemed to be finally determined in the amount set forth in the Closing Statement on the Dispute Deadline Date unless a dispute notice is given in accordance with Section 3.4(b) with respect to the calculation thereof. If such a dispute notice is given, the Adjustment Amount shall be deemed finally determined on the date that the Independent Auditor gives notice to Buyer and Seller of its determination with respect to all disputes regarding the calculation thereof, or, if earlier, the date on which Seller and Buyer agree in writing on the amount thereof, in which case the Adjustment Amount shall be calculated in accordance with such determination or agreement, as the case may be. The Closing Statement as accepted by Seller (by absence of notice pursuant to Section 3.4(b)) or as determined by the Independent Auditor shall be referred to as the "Final Closing Statement."

Final Closing Statement. (a) The Final Initial Premium (which shall be determined after reducing such amount by the Final Adjusted Ceding Commission), the Final Transferred Asset Value and the Final Initial Required Balance shall be determined as set forth in this Section 2.04 and in accordance with the Agreed Accounting Principles. (b) Within five (5) Business Days after the determination of the Final Initial Premium, the Final Transferred Asset Value and the Final Initial Required Balance in accordance with this Section 2.04: (i) If the Final Initial Premium exceeds the Estimated Initial Premium, the Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excess; (ii) If the Estimated Initial Premium exceeds the Final Initial Premium, the Reinsurer shall pay to the Ceding Company or its designee an amount equal to such excess; (iii) If the Final Transferred Asset Value exceeds the Estimated Transferred Asset Value, the Reinsurer shall pay to the Ceding Company or its designee an amount equal to such excess; and (iv) If the Estimated Transferred Asset Value exceeds the Final Transferred Asset Value, the Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excess. For the avoidance of doubt, the aggregate payments (if any) required by (x) the Ceding Company, pursuant to Section 2.04(b)(i) and/or Section 2.04(b)(iv), on the one hand and (y) the Reinsurer, pursuant to Section 2.04(b)(ii) and/or Section 2.04(b)(iii), on the other hand, may be net settled against one another, and interest will accrue on each payment at the Interest Rate for the period from and including the Closing Date to but not including the date of payment. (c) Payments pursuant to Section 2.04(b) shall be made in cash or investment assets as mutually agreed between the applicable payee and the payor, and any investment assets shall be transferred with valid legal title free and clear of all Liens other than Permitted Liens. The payor shall estimate in good faith the Fair Market Value of any investment assets to be transferred in connection therewith, and each of the Parties shall use reasonable best efforts to agree to the actual Fair Market Value as promptly as possible thereafter in a manner consistent with, and based upon, the Fair Market Value Methodologies attached as Schedule G to the Reinsurance Agreement, and (x) if the Fair Market Value of any such investment assets is greater than the estimate made by the payor, the payee shall make any subsequent p...