Initial Closing Statement. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Initial Closing Statement”) of the Company signed by an officer of the Company certifying as to the accuracy and completeness (and in the case of an estimate, the completeness and good faith nature of such estimate and providing an illustration of the calculation), in each case as of the Adjustment Time, of: US-DOCS\102662145.20
Initial Closing Statement. Not less than three (3) Business Days prior to the Initial Closing Date, or on such other date as mutually agreed by the Parties, Seller shall deliver the Initial Closing Statement to Company, showing Seller’s good faith determination of the Estimated Purchase Price, together with the Receivables Closing File and other reasonable supporting documentation and calculations. Company shall have the right to review the Initial Closing Statement, together with any supporting documents reasonably requested by Company to verify the accuracy and completeness of the valuations set forth therein, and the Initial Closing Statement shall be revised by Seller to reflect any corrections mutually agreed to by Seller and Company acting in good faith.
Initial Closing Statement. Not later than ten Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the "Initial Closing Statement") setting forth Seller's estimate of the Pre-Closing Net Asset Outflow and Estimated Adjustment Amount, and Seller's calculation of the Signing AUC. For illustrative purposes only, Seller has Disclosed on Section 1.5.1(a) of the Seller Disclosure Schedule a calculation of the fair market value of the Assets Under Custody with the Target Businesses as of May 22, 2007. During the ten Business Day period prior to the Closing Date, Buyer shall have the opportunity to review and comment in good faith upon the Initial Closing Statement prepared by Seller and Buyer and Seller shall work together in good faith to agree within such ten Business Day period to a final estimate of the Pre-Closing Net Asset Outflow (such agreed to amount or, if such amount is not agreed to within such ten Business Day period, the amount set forth on the Initial Closing Statement, the "Estimated Pre-Closing Net Asset Outflow"), Signing AUC (such agreed to amount or, if such amount is not agreed to within such ten Business Day period, the amount set forth on the Initial Closing Statement, the "Estimated Signing AUC"), and the Estimated Adjustment Amount (provided, that if Buyer and Seller do not agree upon the Estimated Adjustment Amount within such ten Business Day period, the Estimated Adjustment Amount shall be as set forth in the Initial Closing Statement).
Initial Closing Statement. At least four (4) Business Days prior to the Closing Date, the Company has delivered to Buyer a statement (the “Initial Closing Statement”) of the Company setting forth, in reasonable detail and consistent with the definitions set forth herein, the following:
Initial Closing Statement. At least three Business Days (but no earlier than seven Business Days) prior to the Closing Date, Xxxx shall deliver to Buyer a certificate (the “Initial Closing Statement”) of the Company Members signed by an officer of each of the Company Members certifying as to the accuracy and completeness (and in the case of an estimate, the completeness and good-faith nature of such estimate and providing an illustration in reasonable detail of the calculation), in each case as of the Adjustment Time, of:
Initial Closing Statement. Not less than two (2) Business Days prior to the Closing, Parent shall deliver, or cause to be delivered, to Purchaser a statement (the “Initial Closing Statement”) containing Parent’s good faith (A) estimate of (i) Working Capital as of the Adjustment Time (“Estimated Working Capital”), (ii) Cash as of the Adjustment Time (“Estimated Closing Cash”), and (iii) Indebtedness of the Transferred Entities (excluding any Indebtedness under the Credit Agreement or any guarantee of Indebtedness thereunder) outstanding as of immediately prior to the Closing (“Estimated Indebtedness”) and (B) and the resulting calculation of estimated Closing Purchase Price based on the foregoing estimates (“Estimated Closing Purchase Price”). The Initial Closing Statement, the calculation of Estimated Closing Purchase Price contained therein and each of the components thereof shall be prepared and determined in accordance with the definitions thereof, the Accounting Principles and the applicable provisions of this Agreement.
Initial Closing Statement. (a) Seller and Purchaser shall cause their respective representatives to make such inventories, examinations and audits of the Business, and of the Books and Records, as the parties may deem necessary to make the adjustments and prorations required under this Section 9, or under any other provisions of this Agreement. Based upon such audits and inventories, the parties will prepare and deliver no later than the day of Closing a closing statement ( the "Closing Statement"). The Closing Statement shall contain the parties' best estimate of the amounts of the items requiring the prorations and adjustments in this Agreement. The amounts set forth on the Closing Statement shall be the basis upon which the prorations and adjustments provided for herein shall be made at the Closing. Except as modified by the final report described below, the Closing Statement shall be binding and conclusive on all parties hereto to the extent of the items covered by the Closing Statement.
Initial Closing Statement. At least three Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement (the “Initial Closing Statement”) setting forth its good faith estimates of (i) Closing Net Working Capital (the “Estimated Closing Net Working Capital”), together with appropriate supporting schedules, calculations and documentation, (ii) the aggregate amount of Company Cash (“Estimated Company Cash”), (iii) the aggregate amount of Company Debt (“Estimated Company Debt”), (iv) the aggregate amount of Seller Transaction Expenses (“Estimated Seller Transaction Expenses”), (v) the Pre-Closing Date Income Tax Overpayment (“Estimated Pre-Closing Date Income Tax Overpayment”) and (vi) the Pre-Closing Date Income Tax Liability (the “Estimated Pre-Closing Date Income Tax Liability”).
Initial Closing Statement. (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Seller a statement setting forth in reasonable detail Purchaser’s calculation of (i) Working Capital and the Closing Working Capital Adjustment as of the Adjustment Time, (ii) the Indebtedness of the Transferred Entities as of immediately prior to the Closing, (iii) Unpaid Transaction Expenses as of immediately prior to the Closing, and (iv) the Specified Lease Reduction (if any), along with Purchaser’s calculation of the Closing Purchase Price based on the foregoing (collectively, the “Initial Closing Statement”), and accompanied by reasonable supporting documentation. The Initial Closing Statement shall be prepared in good faith in accordance with the Transaction Accounting Principles, using only the line-item categories for the calculation of Working Capital as are set forth on Annex A of Schedule I. Working Capital shall not include any line item categories not set forth on Annex A of Schedule I. Purchaser and Seller agree that the purpose of preparing and calculating the Working Capital and the Closing Working Capital Adjustment, Indebtedness and Unpaid Transaction Expenses hereunder is to measure changes in Working Capital and the Closing Working Capital Adjustment, Indebtedness and Unpaid Transaction Expenses without the introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from the Transaction Accounting Principles.
Initial Closing Statement. (a) Within 60 days after the Closing Date, Purchaser shall prepare in good faith and deliver to Seller statements of (i) Working Capital, (ii) Indebtedness of the Company and (iii) the RSAM Shortfall, in each case as of the Closing (collectively, the “Initial Closing Statement”). The Initial Closing Statement shall be prepared in accordance with the Accounting Principles and in accordance with GAAP, in each case applied consistently with their application in connection with the preparation of the Business Financial Statements, as modified by the Accounting Principles.
