Pre-Closing Deliverables Sample Clauses

Pre-Closing Deliverables. The Seller shall: (i) no later than the date falling five (5) Business Days prior to the Closing Date, deliver to the Purchasers the Estimated NAV Statement; (ii) no later than the date falling five (5) Business Days prior to the Closing Date, procure that the relevant existing lenders or their security agents in relation to the Existing Mortgages (the “Existing Lenders”) deliver in writing a statement (each such statement a “Bank Payoff Statement” and, together, the “Bank Payoff Statements”) stating the amount required to be received by the relevant finance party (i) as of the last day of the month preceding the date on which the Closing Conditions under Section 3.5 have been fulfilled or validly waived, in order to effect the release of the Existing Mortgages and other security and (ii) for a certain reasonable period after that date (and in any event through the Closing Date), the daily amount of interest accruing per day after that date (the aggregate amount payable on the Closing Date in accordance with such Bank Payoff Statements the “Bank Payoff Amount”); and (iii) No later than the date falling eight (8) Business Days prior to the Closing Date, deliver to the Purchasers a completeness statement in accordance with the sample attached hereto as Exhibit K, including: a Copies of all German preliminary VAT Tax Returns for the period from the Tax Due Diligence Cut-Off Date through the Closing Date and all German annual VAT Tax Returns for assessment periods from January 1, 2017 through the Closing Date, and all corrections of preliminary VAT and annual VAT Tax Returns that any Owner has filed with Tax authorities during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; b Copies of all German corporate income Tax Returns that any Owner has filed during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; c Copies of all German VAT assessment notices (including amendment notices) for preliminary and assessment periods received by any Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; d Copies of all German corporate income Tax and Transfer Tax assessment notices (including amendment notices) received by any Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Bus...

Pre-Closing Deliverables. (i) At least five (5) Business Days prior to the anticipated Closing Date, Sellers shall deliver to Buyer: (A) if the Estimated Purchase Price is positive, instructions designating the account or accounts to which the Cash Purchase Price shall be deposited by Wire Transfer on the Closing Date and indicating the Seller to which the Buyer Notes and any Equity Consideration will be issued; (B) a statement substantially in the form of Exhibit F attached hereto (the “Estimated Settlement Statement”) containing pro forma balance sheets of each of the Targets as of the anticipated Closing Date, including supporting work papers, which shall (I) be derived from and consistent with the Books and Records, (II) be prepared in good faith and in accordance with the Agreed Accounting Principles, and (III) set forth, in reasonable detail, the Estimated Capital and Surplus. For purposes of this Agreement, “Estimated Capital and Surplus” means Sellers’ good faith determination of the Capital and Surplus as of the anticipated Closing Date, after adjustment to reflect (w) the Transfer of the Transferred Assets to the Targets pursuant to Section 2(b)(i) and (x) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date but not (y) the impact of the joint §338(h)(10) election on the Targets’ Tax Returns for the period beginning after the Closing Date or (z) any change in Capital and Surplus resulting from any sales of securities contemplated by Section 5(d)(i); and

Pre-Closing Deliverables. (a) Not less than ten (10) Business Days prior to the anticipated Closing Date, Seller shall (i) deliver to Purchaser instructions designating the account into which the Estimated Purchase Price, the Share Redemption Cash Consideration, if any, and the repayment of the Closing Date Note shall be deposited by wire transfer on the Closing Date and (ii) prepare, or cause to be prepared (in good faith and in accordance with this Agreement), and deliver to Purchaser and Life Reinsurer: (1) the Estimated Balance Sheet; (2) the Estimated EB Volume Adjustment Schedule and the Estimated NB Volume Adjustment Schedule; and (3) a statement setting forth a reasonably detailed calculation of (A) the Estimated Adjusted Capital and Surplus of the Company, as derived from the Estimated Balance Sheet in accordance with the Form of Capital and Surplus Worksheet, (B) the Estimated EB Volume Adjustment Amount as set forth on the Estimated EB Volume Adjustment Schedule and (C) the Estimated NB Volume Adjustment Amount as set forth on the Estimated NB Volume Adjustment Schedule. (b) Not less than ten (10) Business Days prior to the anticipated Closing Date, Purchaser shall deliver or cause to be delivered to Seller a request for the resignation of certain directors and officers of the Company. (c) Seller shall have delivered to Purchaser the list of bank names and other information required in accordance with Section 5.27.

Pre-Closing Deliverables. (a) No later than three Business Days prior to the Closing Date, the Company shall prepare and deliver to Summit a certificate executed by the Chief Financial Officer of the Company (the “Estimate Certificate”) setting forth in reasonable detail the Company’s good faith estimates of (x)(i) Closing Net Working Capital, (ii) Closing Cash, (iii) Closing Indebtedness (iv) Company Transaction Expenses, and (y) based on the amounts set forth in the preceding clauses (i)-(iv) the Company’s calculation of the Aggregate Cash Consideration (the “Estimated Aggregate Cash Consideration”), together with reasonably detailed supporting documentation therefor and the amounts and wire transfer details for the payees in respect of all Company Transaction Expenses. The Estimate Certificate shall be prepared, and the Estimated Aggregate Cash Consideration (and all components thereof) shall be determined, in each case as of the Measurement Time in a manner consistent with the Accounting Policies and the definitions set forth herein and based on the ANAC Companies’ books and records and other information available at the time. Summit may, until one Business Days prior to the Closing Date, provide the Company with comments to the Estimate Certificate, and the Company shall consider such comments in good faith. In the event that the Company agrees with any such comments, the Company shall update the Estimate Certificate to reflect such agreement. Cementos and the Company shall reasonably cooperate with Summit and its Representatives in the review and comment on the Estimate Certificate and shall promptly provide Summit and its Representatives (i) all supporting documentation reasonably requested by Summit in connection with Summit’s review of the preliminary and final Estimate Certificate and (ii) access to each ANAC Company’s books and records (including financial records, work papers, schedules, memoranda and supporting documents and calculations) (including, financial records, and, subject to the execution and delivery by Summit of customary accountant access letter(s), accountants’ work papers, schedules, memoranda and other documents) and access to Company Employees, in each case, used to prepare the Estimate Certificate prior to Closing; provided that such access shall occur during normal business hours, with reasonable notice and in a manner that does not unreasonably interfere with the conduct of the Business. In the event that the Company redelivers the Estimate Certific...

Pre-Closing Deliverables. (a) Within ten Business Days after the Cut-Off Date, the Company shall deliver to Buyer and CBNA (i) the Schedule of Trust Student Loans and (ii) a statement of the aggregate Trust Certificate Purchase Price, each as of the Cut-Off Date (the “Estimated Trust Certificate Purchase Price”). Buyer and CBNA shall have five Business Days to review and comment on the items listed in clauses (i) and (ii). (b) The Company shall prepare and deliver, or cause to be prepared and delivered, to Buyer and CBNA not later than ten Business Days after the Cut-Off Date, an estimated unaudited pro forma balance sheet of the Post-Sale Company estimated as of the Closing Date (the “Estimated Pro Forma Balance Sheet”), which (i) shall be derived from the books and records of the Company, (ii) shall be prepared using the same accounting methods, principles, policies, classifications, judgments, estimation methodologies and accounting standards as were utilized in preparing the consolidated balance sheet of the Company reflected in the most recent financial statements contained in the Company SEC Documents filed prior to the date hereof, consistently applied in accordance with GAAP (except for the absence of notes thereto) and (iii) shall give effect to the transactions contemplated by the FFELP Transaction Agreement and the CBNA Transaction Agreement, including the application of the proceeds therefrom to repay all amounts outstanding under the Omnibus Credit Agreement. (c) If the Parties believe that the Closing will take place on or prior to the fifteenth Business Day of the applicable month, then, in lieu of the Cut-Off Date being the last day of the immediately preceding month, the Cut-Off Date shall be the last day of the month two months prior to the month in which the Closing occurs.

Pre-Closing Deliverables. Prior to the Closing, Seller shall deliver to Purchaser Schedule 6.17, which shall set forth an initial list of the individuals who, to the Knowledge of Seller, are Former Seller Employees as of the Closing Date.

Pre-Closing Deliverables. Prior to the Closing Date: (i) The Company has delivered to Buyer written confirmations, in form and substance reasonably satisfactory to Buyer (each, a “Payoff Letter”), with respect to the Indebtedness listed on Section 2.03(b)(i) of the Company Disclosure Schedule (the “Specified Debt”), which specify, among other things, (1) the aggregate amount required to be paid in order to repay the Specified Debt in full on the Closing Date (including any and all accrued but unpaid interest and prepayment penalty obligations due upon repayment) (the “Payoff Amount”) and (2) wire instructions to make such payoff.

Pre-Closing Deliverables. No later than three (3) Business Days prior to the Closing Date, the Company shall provide Buyer with: (a) payment instructions, including account details, with respect to the payment of the Adjustment Escrow Amount; (b) payment instructions, including account details, with respect to the payment of the Equityholders’ Representative Expense Fund Amount; (c) a copy of customary pay-off letters reasonably acceptable to Buyer relating to the Debt outstanding as of the Closing under the Existing Debt Agreements (the “Pay-off Letters”); and (d) payment instructions, including account details, with respect to the payment of the Closing Transaction Expenses, along with invoices related to any Closing Transaction Expenses.

Pre-Closing Deliverables. (i) Not less than three (3) Business Days prior to the Closing Date, LG Parent shall prepare and deliver to SEAC a statement setting forth LG Parent’s good faith determination of Transaction Expenses (other than SEAC Transaction Expenses) as of the Closing Date (in reasonable detail and with reasonable supporting documentation to enable a review of such statement by SEAC), including the respective amounts and wire transfer instructions for the payment of all Transaction Expenses (other than SEAC Transaction Expenses), together with corresponding invoices therefor (where applicable) and applicable Tax forms of the payees (e.g., IRS Form W-9). (ii) Not less than three (3) Business Days prior to the Closing Date, SEAC shall prepare and deliver to LG Parent a statement setting forth SEAC’s good faith determination of (A) the aggregate amount paid or payable in connection with all SEAC Redemption and the SEAC Public Warrant Exchange, (B) the Aggregate Transaction Proceeds and (C) SEAC Transaction Expenses as of the Closing Date (in each case, in reasonable detail and with reasonable supporting documentation to enable a review of such statement by LG Parent), including the respective amounts and wire transfer instructions for the payment of all SEAC Transaction Expenses, together with corresponding invoices therefor (where applicable) and applicable Tax forms of the payees (e.g., IRS Form W-9).