Preliminary Closing Statement Sample Clauses

Preliminary Closing Statement. Seller and Buyer shall jointly prepare and approve a preliminary Closing Statement on the basis of the Leases and other sources of income and expenses, and shall deliver such computation to Escrow Holder prior to Closing.

Preliminary Closing Statement. Seller and Bedford shall jointly prepare a preliminary Closing statement on the basis of the Leases and other sources of income and expenses and shall deliver such computation to the Escrow Holder prior to the Closing.

Preliminary Closing Statement. Not more than sixty (60) days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller a statement (the “Preliminary Closing Statement”), in substantially similar form as the Sample Statement, setting forth a balance sheet of Company, as of the Closing, together with Buyer’s good-faith calculation of each of the following, together with reasonably detailed documentation supporting each calculation: (i) the amount of Cash; (ii) the Adjusted Net Working Capital Amount and the Adjusted Net Working Capital Target, and the amount by which the Adjusted Net Working Capital Amount exceeds, or is less than, the Adjusted Net Working Capital Target, in each case consistent with the methodologies set forth in the Illustrative NWC Calculation and in substantially similar form thereto; (iii) the amount of Indebtedness, together with a breakdown of Paid-Off Indebtedness and Retained Indebtedness; (iv) the amount of Company Transaction Expenses; and (v) the Estimated Seller Proceeds, consistent with the Sample Statement, but based upon Buyer’s good-faith calculation of the component amounts pursuant to this Section 2.04(a). If Buyer fails to timely deliver the Preliminary Closing Statement to Seller pursuant to this Section 2.04(a) (including pursuant to the following clause (y)), Seller shall have the right to elect, by written notice to Buyer, to either (x) determine that the Estimated Closing Statement and the Estimated NWC Statement delivered by Seller at the Closing collectively shall be deemed the Final Closing Statement for all purposes under this Agreement, which determination shall be binding upon the Parties, or (y) require that Buyer deliver the Preliminary Closing Statement to Seller within ten (10) days of Seller’s demand therefor.

Preliminary Closing Statement. Seller shall prepare and furnish to Buyer at least three (3) days prior to Closing a preliminary closing statement setting forth the adjustments, if any, to the Sale Price and the total amount of funds to be paid by Buyer at Closing. Such statement shall reflect each adjustment and the calculation used to determine such amount. The adjusted Sale Price shall mean the Sale Price adjusted as provided herein.

Preliminary Closing Statement. Seller shall prepare a closing statement (the "Preliminary Closing Statement") in accordance with GAAP as of a date not earlier than 45 days prior to the Closing Date reflecting the calculation of the Purchase Price, including the assets to be sold and assigned hereunder and the liabilities to be transferred and assumed hereunder; provided, however, that the Preliminary Closing Statement shall reflect actual balances as of a date not more than 7 days prior to the Closing Date for coins and currency and deposits.

Preliminary Closing Statement. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Purchaser a proposed preliminary closing statement, in the form of Schedule B to this Agreement, completed as at a date mutually agreed to by the parties. The parties shall agree upon the preliminary closing statement before the Closing, and it shall be the basis of a preliminary payment to be made to Purchaser's account on the Closing Date, or to Seller's account at the Closing, as the case may be (the "Preliminary Payment").

Preliminary Closing Statement. The Seller has approved the amounts reflected in the Preliminary Closing Statement by the Closing Date, unless the amounts disputed by Seller with respect to such Preliminary Closing Statement are (i) disputed in bad faith, or (ii) in an amount not greater than $1,500,000 in the aggregate, in either which case this condition shall not apply.

Preliminary Closing Statement. Beginning as close to the anticipated Closing Date as practicable, Sellers shall, in consultation with Buyer and with Buyer's reasonable cooperation, cause to be prepared a prorations and credit statement (the "Preliminary Statement") which shall reflect all of the prorations, credits and other adjustments in payment at Closing required under this Section 8 or under any other provision of this Agreement. As soon as the Parties have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent the Parties are unable to agree by Closing on any item on the Preliminary Statement, Sellers' estimation of such item shall be used and such item shall be finally resolved on the Final Statement pursuant to Section 11.

Preliminary Closing Statement. At least three (3) business days prior to the Closing, Escrow Agent shall deliver to each of the parties for their review and approval a preliminary closing statement (the “Preliminary Closing Statement”) based on an income expense statement prepared by Seller, approved by Purchaser, and delivered to Escrow Agent prior to said date, setting forth (i) the proration amounts allocable to each of the parties pursuant to this Agreement and (ii) the Closing Costs allocable to each of the parties pursuant to this Agreement. Based on each of the party’s comments, if any, regarding the Preliminary Closing Statement, Escrow Agent shall revise the Preliminary Closing Statement and deliver a final version of a closing statement to each of the parties (the “Closing Statement”).