Preliminary Closing Adjustment Sample Clauses
A Preliminary Closing Adjustment clause establishes a process for making an initial estimate of certain financial figures, such as working capital or net debt, at the time of closing a transaction. Typically, this clause requires the parties to use available information to calculate estimated values, which are then used to adjust the purchase price paid at closing. The core function of this clause is to ensure that the transaction reflects the most accurate financial position possible at closing, reducing the risk of significant discrepancies and providing a fair basis for any subsequent true-up or final adjustment.
Preliminary Closing Adjustment. Seller and Purchaser shall jointly prepare a preliminary Closing adjustment on the basis of the Leases and other sources of income and expenses, and shall deliver such computation to Title Company not less than 10 days prior to Closing.
Preliminary Closing Adjustment. Seller and Buyer shall jointly prepare a preliminary closing adjustment computation on the basis of the Leases and other sources, and shall deliver such computation to the Escrow Holder prior to Closing.
Preliminary Closing Adjustment. Seller and Buyer shall jointly prepare a preliminary Closing adjustment on the basis of any sources of income and expenses, and shall deliver such computation to the Title Company prior to Closing.
Preliminary Closing Adjustment. Seller’s Investment Advisor and Buyer shall jointly prepare and approve a preliminary Closing adjustment for each Property or all Properties on the basis of the Leases and other sources of income and expense, and shall deliver such computation to Escrow Holder prior to Closing, and the Escrow Holder shall prepare a settlement statement based thereon to be executed by Buyer and Seller at Closing (the “Closing Statement”).
Preliminary Closing Adjustment. Seller and Buyer shall jointly prepare a preliminary Closing Statement on the basis of the Existing Leases, Existing Agreements, real estate taxes and other sources of income and expenses, and shall deliver such preliminary Closing Statement to the Title Company on or prior to the Closing Date. All apportionments and prorations provided for in this Paragraph 6 to be made as of the Closing Date shall be made, on a per diem basis, as of midnight of the day immediately preceding the Closing Date. The preliminary Closing Statement and the apportionments and/or prorations reflected therein shall be based upon actual figures to the extent available. If any of the apportionments and/or prorations cannot be calculated accurately based on actual figures on the Closing Date, then (other than with respect to determination of real estate taxes that shall be computed as set forth in Clause (vi) above) they shall be calculated based on Seller’s and Buyer’s good faith estimates thereof, subject to reconciliation as hereinafter provided.
Preliminary Closing Adjustment. Seller and Buyer shall jointly prepare a preliminary closing statement within five (5) days prior to the Closing Date (the “Closing Statement”), and shall deliver such a final Closing Statement to the Escrow Holder at least 24-hours prior to the Closing Date. The preliminary Closing Statement and the apportionments and/or proration allocations reflected therein shall be based upon actual figures to the extent available. If any of the apportionments and/or prorations cannot be calculated accurately based on actual figures on the Closing Date, they shall be calculated based on Seller’s and Buyer’s good faith estimates thereof, subject to reconciliation as hereinafter provided.
Preliminary Closing Adjustment. Seller and Buyer shall jointly prepare a preliminary closing statement (the “Closing Statement”), and shall deliver such preliminary Closing Statement to the Escrow Holder on or prior to the Closing Date. The preliminary Closing Statement and the apportionments and/or proration allocations reflected therein shall be based upon actual figures to the extent available. If any of the apportionments and/or prorations cannot be calculated accurately based on actual figures on the Closing Date, they shall be calculated based on Seller’s and Buyer’s good faith estimates thereof, subject to reconciliation as hereinafter provided.
Preliminary Closing Adjustment. Prior to Closing, the Transferors and Transferee shall jointly prepare a preliminary Closing adjustment statement addressing all of the aforesaid apportionments and shall deliver such statement to the Title Company. Such preliminary Closing adjustment statement shall also contain such information as is necessary to enable the Title Company to accurately calculate the number of OP Units to be issued hereunder.
Preliminary Closing Adjustment. Seller and City shall jointly prepare a preliminary Closing adjustment on the basis of the Leases and other sources of income and expenses, and shall deliver such computation to Title Company prior to Closing.
Preliminary Closing Adjustment. On or prior to the Closing Date, Seller and Buyer shall review, approve (if accurate) and deposit, with the Title Company, executed closing statements consistent with this Agreement in the form reasonably required by the Title Company (as so approved and executed by the Title Company and Seller and the Title Company and Buyer, the “Closing Statements”). The Closing Statements, once agreed upon, shall be signed by Buyer and Seller and delivered to Title Company for purposes of making the preliminary proration adjustments at the Closing, subject to the final cash settlement provided for herein. No prorations will be made in relation to insurance premiums, as Seller’s insurance policies will not be assigned to Buyer. No prorations shall be made for any management agreement fees as same must be terminated as of the Closing Date.