Preparation of the Preliminary Statement Sample Clauses

Preparation of the Preliminary Statement. (i) Within 90 days after the Closing Date, Purchaser will prepare and deliver to Parent a preliminary statement (the “Preliminary Statement”) setting forth in reasonable detail Purchaser’s good faith calculation of the Closing Adjustment, Closing Net Working Capital, Outstanding Indebtedness, the Change of Control Payment Amount and Cash, and including a detailed listing of the items and amounts included in such calculation. The Preliminary Statement and each component item thereof will be prepared in accordance with the Accounting Principles and the books and records of the Business. The Preliminary Statement, as finally modified pursuant to clauses (b) through (d) of this Section 2.3, is referred to herein as the “Final Statement.” All disputes with respect to the Preliminary Statement and the Final Statement will be resolved in accordance with Section 2.3(b) through (d). (ii) If Purchaser or its Representatives take a physical inventory of the Business (or any portion thereof) after the Closing Date in connection with the preparation of the Preliminary Statement, Purchaser or its Representatives will adjust, in consultation with Parent, the results of any such physical inventory such that transactions (including the sales of goods and services, purchases of raw materials and the conversion of inventory into accounts receivable) after the Closing are not reflected in the inventory count. Purchaser will provide reasonable advance notice to Parent of any such physical inventory (including the date and time of such physical inventory), and Parent or its Representatives will have the option to attend. The valuation of any such physical inventory will be calculated in accordance with the Accounting Principles for the purposes of determining the Closing Net Working Capital.
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Preparation of the Preliminary Statement. (A) Seller shall prepare and deliver to Purchaser, no more than ten days prior to the expected Closing Date, a certificate executed by Seller setting forth in reasonable detail Seller’s calculation, and the amount, of the Estimated Net Working Capital as of the last day of the month immediately preceding the Closing Date, provided that, if the expected Closing Date is within the first ten days of any given month, the Estimated Net Working Capital will be calculated as of the last day of the second month preceding the Closing Date (the “Estimated Net Working Capital Statement”). The Estimated Net Working Capital included in the Estimated Net Working Capital Statement shall be calculated in accordance with Section 1.5(a)(i)(D) and with the Accounting Principles. The Estimated Net Working Capital Statement shall include a detailed listing of the items and amounts included in the calculation of the Estimated Net Working Capital, and shall be prepared by Seller in good faith and in accordance with this Agreement and the books and records of the Companies, and shall include a certification that it was prepared in accordance with this Section 1.5(a)(ii), and that the Estimated Net Working Capital included therein was calculated in accordance with the Accounting Principles. (B) Within 50 days after the Closing Date, Purchaser will prepare and deliver to Seller a preliminary statement (the “Preliminary Statement”) setting forth in reasonable detail Purchaser’s calculation of the Net Working Capital Adjustment, which shall include a detailed listing of the items and amounts of the Closing Net Working Capital included in the calculation of the Net Working Capital Adjustment. The Closing Net Working Capital shall be calculated in accordance with Section 1.5(a)(i)(D) and the Accounting Principles. The Preliminary Statement shall be prepared by Purchaser in good faith and in accordance with this Agreement and the books and records of the Companies, and shall be accompanied by a certificate of an officer of Purchaser stating that the Preliminary Statement was prepared in accordance with this Section 1.5(a)(ii), and that the Closing Net Working Capital included therein was calculated in accordance with the Accounting Principles. The Preliminary Statement as finally modified pursuant to clauses (iii) through (v) of this Section 1.5(a) to become the final statement of the Net Working Capital Adjustment is referred to herein as the “Final Statement”. All disputes with respec...
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Preparation of the Preliminary Statement. Within 60 days after the Closing Date, the Company will prepare and deliver to Purchaser a preliminary statement (the “Preliminary Statement”) setting forth in reasonable detail the Company’s good faith calculation of the Closing Adjustment, Closing Net Working Capital, the Phase II Cap Ex Amount, Outstanding Indebtedness, the Seller Unpaid Transaction Expenses Amount, the Seller Transaction Bonus Amount and Cash, and including a detailed listing of the items and amounts included in such calculation. The Preliminary Statement and each component item thereof will be prepared in accordance with the Company Accounting Principles and Net Working Capital Principles, as applicable, and the books and records of the Company and its Subsidiaries, including the taking of a physical inventory of the Group Companies as of the Closing Date and attended by representatives of Purchaser (including its external auditor) in accordance with the Net Working Capital Principles. The Preliminary Statement, as finally modified pursuant to clauses (b) through (d) of this Section 1.5, is referred to herein as the “Final Statement”. All disputes with respect to the Preliminary Statement and the Final Statement will be resolved in accordance with Sections 1.5(b) through (d).
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Preparation of the Preliminary Statement. Within 90 days after the Closing Date, Purchaser will prepare and deliver to Parent a preliminary statement (the “Preliminary Statement”) setting forth in reasonable detail Purchaser’s good faith calculation of the Closing Adjustment, Closing Net Working Capital, Outstanding Indebtedness, Cash and Transaction Expenses. The Preliminary Statement and each component item thereof will be prepared, (i) in a manner and format consistent with Exhibit 1.3(a) to the extent consistent with the terms of this Agreement and the Accounting Principles, and (ii) in accordance with the Accounting Principles and the books and records of the Purchased Companies. The Preliminary Statement, as finally modified pursuant to clauses (b) through (d) of this Section 1.4, is referred to herein as the “Final Statement.” All disputes with respect to the Preliminary Statement and the Final Statement will be resolved in accordance with clauses (b) through (d) of this Section 1.4.
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Related to Preparation of the Preliminary Statement

  • PRELIMINARY STATEMENTS Pursuant to that certain Agreement and Plan of Merger, dated as of January 27, 2016 (as amended, supplemented or modified from time to time, including all schedules and exhibits thereto, the “Merger Agreement”), by and among Nexstar Broadcasting Group, Inc., a Delaware corporation, Neptune Merger Sub, Inc., a Virginia corporation and a direct wholly-owned Subsidiary of Nexstar Borrower (the “Merger Sub”) and Media General, Inc., a Virginia corporation (“Media General”), the Nexstar Borrower will acquire (the “Acquisition”) Media General by causing Merger Sub to merge with and into Media General with Media General being the surviving corporation, on the terms and subject to the conditions set forth in the Merger Agreement. The Nexstar Borrower and the VIE Borrowers have requested the applicable lenders to extend credit to the applicable borrowers under various revolving credit facilities (including sub-facilities) and term facilities under a credit agreement with Nexstar Borrower and a credit agreement with each of the Borrower, the ▇▇▇▇▇▇▇▇ Borrower and the Shield Borrowers respectively to finance the Acquisition and the Transaction Expenses and, in connection therewith, to consummate the refinancing of certain credit facilities, including to refinance (i) the loans and borrowings of the Nexstar Borrower under the Fifth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Nexstar Borrower, Nexstar Broadcasting Group, Inc., a Delaware corporation, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent, collateral agent, letter of credit issuer and swing line lender (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Nexstar Credit Agreement”), (ii) the loans and borrowings of the Borrower under the Fourth Amended and Restated Credit Agreement, dated as of December 3, 2012, by and among the Borrower, the lenders from time to time party thereto and Bank of America, N.A. as administrative agent and collateral agent (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing Mission Credit Agreement”), (iii) the loans and borrowings of ▇▇▇▇▇▇▇▇ Broadcasting Group, Inc., a Texas corporation (the “▇▇▇▇▇▇▇▇ Borrower”) under the Credit Agreement dated as of December 1, 2014 by and among the ▇▇▇▇▇▇▇▇ Borrower, the lenders from time to time party thereto and Bank of America, N.A. as the administrative agent, the collateral agent and the letter of credit issuer (as amended, supplemented, amended and restated or otherwise modified from time to time, the “Existing ▇▇▇▇▇▇▇▇ Credit Agreement”), (iv) the loans and borrowings of WXXA-TV LLC, a Delaware limited liability company and WLAJ-TV LLC, a Delaware limited liability company (collectively, the “Shield Borrowers”) under the Credit Agreement dated as of July 31, 2013 by and among the Shield Borrowers, Shield Media LLC, a Delaware limited liability company and Shield Lansing LLC, a Delaware limited liability company (collectively, the “Shield Holdings”), the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent and the collateral agent (the “Existing Shield Credit Agreement”) and (v) the loans and borrowings of Media General under the Amended and Restated Credit Agreement dated as of July 31, 2013 by and among Media General, the guarantors from time to time party thereto, the lenders from time to time party thereto, and Royal Bank of Canada, as the administrative agent, the letter of credit issuer, the swing line lender and the collateral agent (the “Existing Media General Credit Agreement”). The Nexstar Borrower has agreed to guarantee, and cause Nexstar Media and certain of its Subsidiaries to guarantee, the obligations of each VIE Borrower under the applicable VIE Credit Agreement and certain hedging/cash management obligations of each such VIE Borrower. To the extent required under the Nexstar Credit Agreement, each VIE Borrower has agreed to guarantee, and cause certain of its Restricted Subsidiaries to guarantee, the Nexstar Borrower’s obligations under the Nexstar Credit Agreement and certain hedging/cash management obligations of the Nexstar Borrower. The lenders to the Nexstar Borrower and the lenders to each of the VIE Borrowers have agreed that (i) certain commitments and/or loans of the same Class under the applicable Group Credit Agreements shall be held on a pro rata basis among lenders of the applicable Class under such Group Credit Agreements, (ii) certain voting rights under the Group Credit Agreements shall be exercised on an aggregated basis among the lenders under the Group Credit Agreements, (iii) after the exercise of any remedy under any Group Credit Agreement or other Group Loan Document, all payments received by the Group Lenders shall be applied in accordance with the Intercreditor Agreement Among Group Lenders and (iv) they shall be otherwise bound by the terms of the Intercreditor Agreement Among Group Lenders. In consideration of the mutual covenants and agreements herein contained, the parties hereto covenant and agree as follows:

  • PRELIMINARY STATEMENT The Company intends to sell certain mortgage asset-backed pass-through certificates (collectively, the "Certificates"), to be issued under the Agreement in multiple classes, which in the aggregate will evidence the entire beneficial ownership interest in the Mortgage Loans. In consideration of the mutual agreements herein contained, the Company, the Master Servicer and the Trustee agree as follows:

  • BACKGROUND STATEMENT NCR Voyix and Customer agree that this Agreement will apply to: (a) the subscription licensing to Customer of Software at selected Customer sites and Hosted Software accessed via the internet; (b) the subscription or purchase of Equipment by Customer; and (c) NCR Voyix’s maintenance and support services, if any, for such Software and Equipment, as well as certain other services as set forth herein. Payment processing services are not covered by this Agreement. If NCR Voyix provides payment processing services as part of a Product bundle or otherwise, then such processing services will be covered by separate agreement.

  • INTRODUCTORY STATEMENT Terms not defined in this Introductory Statement shall have the meanings specified in Article 1 hereof. Reference is made to that certain fixed rate loan in the original principal amount of $800,000,000 (the “Mortgage Loan”), evidenced by the following promissory notes: (a) that certain Promissory Note A-4, dated November 26, 2019 in the original principal amount of $400,000 made by the Borrower (as defined below) in favor of Citi Real Estate Funding Inc. (together with its successors in interest, “CREFI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-4”), (b) that certain Promissory Note A-5, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of G▇▇▇▇▇▇ S▇▇▇▇ Bank USA (together with its successors in interest, “GS Bank”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-5”), (c) that certain Promissory Note A-6, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of Barclays Capital Real Estate Inc. (together with its successors in interest, “BCREI”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-6”); (d) that certain Promissory Note A-7, dated November 26, 2019 in the original principal amount of $200,000 made by the Borrower in favor of BMO H▇▇▇▇▇ Bank N.A. (together with its successors in interest, “BMO H▇▇▇▇▇”) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note A-7”); (e) that certain Promissory Note B-1, dated November 26, 2019 in the original principal amount of $85,280,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-1”); (f) that certain Promissory Note B-2, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of GS Bank) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-2”); (g) that certain Promissory Note B-3, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BCREI (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-3”); (h) that certain Promissory Note B-4, dated November 26, 2019 in the original principal amount of $42,640,000 made by the Borrower in favor of BMO H▇▇▇▇▇ such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise modified, “Note B-4”); (i) that certain Promissory Note A-1-1, dated November 26, 2019 in the original principal amount of $50,000,000 made by the Borrower (as defined below) in favor of CREFI) (such promissory note, as the same may hereafter be amended, restated, replaced, extended, renewed, supplemented, consolidated, severed, split or otherwise

  • Preliminary Matters 3.1. At least five (5) days prior to the pre-construction meeting described in Section 3.2, Contractor shall submit to Consultant for Consultant’s review and acceptance: 3.1.1. A progress schedule in the indicated form: Bar Chart Modified Critical Path Method (“CPM”) CPM Computerized CPM (CPM is interpreted to be generally as outlined in the Association of General Contractors (“AGC”) publication, “The Use of CPM in Construction.”) The progress schedule shall indicate the start and completion dates of the various stages of the Work, and shall show an activity network for the planning and execution of the Work. Included with the progress schedule shall be a narrative description of the progress schedule. The progress schedule must be updated monthly by Contractor, submitted as part of each Application for Payment, and must be acceptable to Consultant. 3.1.2. A preliminary schedule of Shop Drawing submissions; and 3.1.3. In a lump sum contract or in a contract that includes lump sum bid items of Work, a preliminary schedule of values for all of the Work that includes quantities and prices of items aggregating the Contract Price and that subdivides the Work into component parts in sufficient detail to serve as the basis for progress payments during construction. Such prices will include a breakdown of labor, equipment, materials, and an appropriate amount of overhead and profit applicable to each item of Work, which amounts Contractor must confirm in writing at the time of submission. In addition, after award but prior to the submission of the progress schedule, Consultant, Contract Administrator, and Contractor shall meet with all utility owners and secure from them a schedule of utility relocation; provided, however, that neither Consultant nor Town shall be responsible for the nonperformance by the utility owners. 3.2. At a time specified by Consultant, but before Contractor starts the Work at the Project site, a conference attended by Contractor, Consultant, and others as deemed appropriate by Contract Administrator, will be held to discuss the schedules referred to in Section 3.1; to discuss procedures for handling Shop Drawings and other submittals and for processing Applications for Payment; and to establish a working understanding among the Parties as to the Work. 3.3. Within thirty-five (35) days from the Project Initiation Date set forth in the applicable Notice to Proceed, a conference attended by Contractor, Consultant, and others, as appropriate, will be held to finalize the schedules submitted in accordance with Section 3.1. Within forty-five