The Closing Statement Clause Samples

The Closing Statement. Buyer may, at Buyer’s election, direct Seller to assign the Distribution Agreements to Buyer’s designee, Lehigh Gas Wholesale LLC, a Delaware limited liability company.

The Closing Statement. In addition to the documents to be executed, delivered and acknowledged by Purchaser pursuant to Section 7.2(c), at Closing Purchaser shall:

The Closing Statement. An updated rent roll prepared by Seller’s property manager in the ordinary course of business in connection with its management of the Property, dated as of the Closing Date.

The Closing Statement. All documents listed above shall be in form and substance reasonably satisfactory to Seller and its legal counsel

The Closing Statement. At least three Business Days prior to the Closing Date, the Company shall deliver to Purchaser (a) an unaudited interim Closing Statement (the “Closing Statement”) setting forth, in reasonable detail, the Company’s good faith estimate of the value of the Working Capital as of September 30, 2010, and the Closing Date Indebtedness as of the Effective Time, and (b) a payment instructions letter, signed on behalf of the Company by a duly authorized officer of the Company and in form and substance reasonably satisfactory to Purchaser, setting forth the respective amounts, payees and payment instructions relating to the payment of the Closing Date Indebtedness and the Company Transaction Expenses (the “Payment Instructions Letter”). The Company’s calculation of the Working Capital and the Closing Date Indebtedness shall be prepared in accordance with Schedule 1.1.2, except that Working Capital, as set forth in the Closing Statement, shall include only those categories and line items (including accruals, reserves and deferrals), which make up the balances set forth on Schedule 1.1.2, notwithstanding the fact that GAAP may require additional categories of current assets and current liabilities to be included in GAAP presentation of Working Capital. All expenses relating to the preparation of the Closing Statement by employees or agents of the Company or Purchaser will be borne by the party employing or engaging such employees or agents and, if any such Company expense is unpaid at the date hereof, will be deemed a Company Transaction Expense. Purchaser and Purchaser’s independent certified public accountants will have the right to review, at the expense of Purchaser, any applicable work papers relating to the preparation of the Closing Statement.

The Closing Statement. The sale of the Project will be closed through an escrow closing with the Escrow Agent. Any escrow fee charged by the Escrow Agent shall be divided equally and paid by Buyer and Seller. The Seller and Buyer shall execute and deliver such escrow instructions and other escrow-related documents as may reasonably be necessary in connection with Closing. Seller shall pay the cost of the grantor tax imposed by Virginia Code Section 58.1-802, and Buyer shall pay fees (other than the grantor tax which is the Seller’s responsibility as provided above) for recording the Deed and the cost of recording taxes imposed by Virginia Code Section 58.1-801 and 58.1-814 (collectively the “Grantee Tax”), provided that Buyer shall not be responsible with any fees connected with the payment or release of the Curable Liens. The premium for Buyer’s policy of title insurance and all title examination fees will be paid by Buyer. Buyer shall have the right to obtain title insurance from a title company or a title insurance agency other than the title company and agency that issued the Title Commitment, but if Buyer elects to obtain title insurance from another title company or agency, it shall pay at or prior to Closing all costs, fees, penalties and other charges for the Title Commitment (and cancellation thereof). Seller shall pay the cost of the Survey, provided that Buyer shall pay the cost of any updates or revisions desired by Buyer. Buyer shall pay the cost of all other investigations of the Project performed by or on behalf of Buyer. Each party shall pay its own attorneys’ fees.

The Closing Statement. (a) The Closing Statement shall consist of a written statement delivered from Seller to Buyer (the “Closing Statement”) no later than five (5) Business Days prior to the Closing Date, setting forth Sellers’ good faith estimate of: (i) the Total Actual Revenue; (ii) the amount of Total Actual Revenue that is related to Subscriber Accounts and CABS Accounts (excluding the Subscriber Accounts and CABS Accounts listed on Exhibit A hereto) that are more than forty-five (45) days past due from the invoice due date; (iii) the outstanding amounts of the current, 30-day, 60-day, 90-day and 120-day+ CABS A/R and the current, 30-day, 60-day, 90-day and 120-day+ Subscriber A/R, as of the last day of the calendar month ending immediately prior to the Benchmark Date; (iv) Pre-Paid Expenses as of the Closing Date; and (v) Customer Prepayments as of the Closing Date. Should Buyer object to any of the amounts or calculations in the Closing Statement, Buyer and Sellers shall cooperate in a diligent good faith manner to resolve such objections prior to the Closing, and the Closing Statement shall be adjusted prior to the Closing to reflect any changes agreed to by Buyer and Sellers prior to the Closing. (b) The “Closing Date Payment” shall be an amount equal to the Base Purchase Price: (i) minus an amount equal to (A) (I) the amount by which $15,900,000 exceeds the Total Actual Revenue set forth on the Closing Statement, divided by (II) $15,900,000, multiplied by (B) the Base Purchase Price; (ii) for purposes of Section 3.3(b)(i) above, the Total Actual Revenue used for such adjustment as set forth on the Closing Statement shall not include any Revenue related to Subscriber Accounts that are more than forty-five (45) days past due from the invoice due date (unless related to the accounts listed in Exhibit A); (iii) minus the amount by which $5,842,365 (which is the current and 30-day Subscriber A/R and the current and 30-day CABS A/R balance of as September 30, 2012) exceeds the sum of the current and 30-day Subscriber A/R and the current and 30-day CABS A/R, as of the last day of the calendar month ending immediately prior to the Benchmark Date set forth on the Closing Statement, if any; (iv) plus the amount of the Pre-Paid Expenses as of the Closing Date set forth on the Closing Statement; (v) minus the amount of the Customer Prepayments as of the Closing Date set forth on the Closing Statement; and (vi) minus the Escrow Amount. (c) At the Closing, Buyer shall (i) pay to S...

The Closing Statement. All other documents determined by Seller or the Title Company to be necessary to consummate the transaction contemplated by this Agreement.

The Closing Statement. A letter to each tenant under an Assigned Lease, in substantially the form of Exhibit 10 attached hereto, advising such tenant of the sale of the Property and directing that after the Closing Date all rent and any other amounts due from such tenant and all future correspondence relating to such Assigned Lease, as the case may be, shall be sent to Purchaser.