Preparation of the Closing Statement Clause Samples

Preparation of the Closing Statement. Purchaser shall deliver to the Equityholder Representative on or before the date that is ninety (90) days after the Closing Date (a) a reasonably detailed statement (the “Closing Statement”) setting forth Purchaser’s good faith estimates of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Closing Transaction Expenses, (iv) the Closing Working Capital, as well as the resulting Closing Working Capital Excess (if any) or Closing Working Capital Shortfall (if any), as the case may be, and (v) the resulting calculation of the Merger Consideration, along with supporting documentation, and (b) a consolidated balance sheet of the Target Companies as of immediately prior to Closing (the “Closing Balance Sheet”), which shall be prepared in accordance with this Agreement and the Accounting Principles. The Parties agree that the procedures related to the adjustment of the Estimated Merger Consideration contemplated by Section 2.8, this Section 2.9 and Section 2.10 shall be conducted in accordance with the Accounting Principles and shall not permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies.
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Preparation of the Closing Statement. (i) As soon as practicable, but no later than sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Proposed Closing Statement”) setting forth Purchaser’s calculation of the Inventory Value and the Net Accounts Receivable, in each case as of immediately prior to the Closing (respectively, the “Closing Inventory Value” and the “Closing Net Accounts Receivable”). The Parties agree that the Closing Inventory Value and Closing Net Accounts Receivable shall be calculated in a manner consistent with the calculation methodology used by the Parties in establishing the Reference Inventory Value and the Reference Net Accounts Receivable Target. (ii) If Seller disagrees with Purchaser’s calculation of the Closing Inventory Value and/or the Closing Net Accounts Receivable, Seller shall promptly, but in no event later than thirty (30) days after receiving the Proposed Closing Statement (the “Review Period”), deliver to Purchaser written notice describing in reasonable detail and with appropriate supporting documentation its calculation of the Inventory Value and/or the Net Accounts Receivable, as applicable, and its dispute by specifying those items or amounts as to which Seller disagrees, together with Seller’s determination of such disputed items and amounts (a “Dispute Notice”); provided that Seller shall be deemed to have agreed with all items and amounts that are not disputed in the Dispute Notice. If Seller fails to deliver a Dispute Notice within the Review Period, Seller and Purchaser agree that the Proposed Closing Statement shall be deemed to set forth the Final Inventory Value and the Final Net Accounts Receivable. If Seller delivers a Dispute Notice to Purchaser within the Review Period, Purchaser and Seller will use reasonable good faith efforts to resolve the dispute during the 30-day period commencing on the date Seller delivers the Dispute Notice to Purchaser. If Seller and Purchaser are not able to resolve all disputed items within such 30-day period, then the items remaining in dispute shall be submitted immediately to an independent nationally recognized firm with no existing or former business relationship with any Party hereto mutually agreeable to Seller and Purchaser (the “Accounting Firm”). The Accounting Firm shall be given reasonable access to all relevant records of Purchaser and Seller to calculate the Closing Inventory Value and/or the Closing Net Accounts Receivable, as applicable. If any r...
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Preparation of the Closing Statement. The Closing Statement (and all calculations of Net Working Capital) shall be prepared and calculated in accordance with GAAP, in a manner consistent with the Audited Financial Statements.
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Preparation of the Closing Statement. Within 30 days after the ------------------------------------ Effective Time, Seller shall deliver to Buyer a proposed Closing Statement that has been audited by Deloitte & Touche LLP (together with a signed statement by such accounting firm verifying such audit). The Closing Statement shall be prepared in accordance with Seller's Accounting Practices, as applied in connection with the preparation of the February 28, 1997 Balance Sheet, adjusted, however, to give effect to the following: (i) the assets included on the Closing Statement shall not include Excluded Assets; (ii) the liabilities on the Closing Statement shall be only the Assumed Liabilities and no other; (iii) no deduction shall be made for depreciation after February 28, 1997; (iv) no accrual shall be made for taxes to be paid by Seller pursuant to Section 8.08 of this Agreement or otherwise; (v) the amount accrued for "Vacation and holiday" shall be in material conformity with generally accepted accounting principles, consistently applied, and (subject to adjustment, if any, as is required so that such amount is in material conformity with generally accepted accounting principles, consistently applied, and subject to further adjustment, if any, as is required so that such amount does not include an amount for employee bonuses accrued prior to the Effective Time) shall be as set forth on Schedule 2.03(a)(v) attached hereto; and ------------------- (vi) the amount accrued for "Maintenance equalization" shall be in material conformity with generally accepted accounting principles, consistently applied, and (subject to adjustment as is required so that such amount is in material conformity with generally accepted accounting principles, consistently applied) shall be as set forth on Schedule -------- 2.03(a)(vi) attached hereto. -----------
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Preparation of the Closing Statement. (i) Within sixty (60) days after the Closing Date, Buyer will prepare and deliver to Seller a schedule prepared in good faith and based on the Balance Sheet, in the form attached hereto as Schedule 2.07(a), as of the open of business on the Closing Date (the “Closing Statement”) and a statement of the Working Capital, derived from the Closing Statement (“Closing Working Capital”). The Closing Statement and the Closing Working Capital shall be prepared in accordance with the Accounting Principles. The Closing Statement as finally modified pursuant to Sections 2.07(d) through 2.07(f) is referred to herein as the “Final Statement” and the Closing Working Capital, as derived from the Final Statement, is referred to herein as the “Final Closing Working Capital.” All disputes with respect to the Closing Statement and the Closing Working Capital will be resolved in accordance with Sections 2.07(d) through 2.07(f).
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Preparation of the Closing Statement 
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Related to Preparation of the Closing Statement

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • Execution of Financing Statements Pursuant to any applicable law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. Each Grantor authorizes the Administrative Agent to use the collateral description “all personal property” in any such financing statements. Each Grantor hereby ratifies and authorizes the filing by the Administrative Agent of any financing statement with respect to the Collateral made prior to the date hereof.

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.