Buyer’s Calculation Sample Clauses

Buyer’s Calculation. Within 60 days after the Closing Date, the Buyer shall prepare and deliver to Parent the Buyer’s determination of (i) the Net Working Capital Amount, (ii) Available Cash as of the Closing Date, (iii) Closing Indebtedness; (iv) the Closing Count and related Plan of Record Adjustment, (v) the Title Exceptions Adjustment, (vi) the Closing Pension/OPEB Shortfall for each of the Pension/OPEB Plans, (vii) the Closing Transaction Costs, and (viii) the Purchase Price and Seller Proceeds resulting therefrom (collectively, the “Buyer’s Computation”). The Buyer’s Computation shall be prepared, and the components thereof determined, in accordance with the accounting methods, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology as set forth in the Plan of Record and on Schedule 1.B, Schedule 1.C and Schedule 1.D, as applicable. The Buyer will make available to Parent and its auditors, employees and advisors all records and work papers used in preparing the
Sample 1
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Buyer’s Calculation. As soon as practicable, but in no event later than sixty (60) days, after the Closing Date, Buyer shall prepare or cause to be prepared and shall deliver to Seller a statement (the “Post-Closing WC Statement”) setting forth Buyer’s good faith calculation of the Closing Date Working Capital Amount (“Final Working Capital Amount”), which Post-Closing WC Statement shall also include an affirmation that the Post-Closing WC Statement was prepared in accordance with (i) accounting principles set forth on Exhibit A, (ii) to the extent not inconsistent with clause (i) and to the extent consistent with GAAP, the accounting principles, policies, practices and procedures used in the preparation of the Annual Financial Statements as of December 31, 2021, and (iii) to the extent not addressed in (i) or (ii), GAAP. Following Seller’s receipt of the Post-Closing WC Statement, Seller will have forty-five (45) days (the “Review Period”) to review the calculation of the Final Working Capital Amount and to notify Buyer in writing if it disputes any of the items set forth on the Post-Closing WC Statement. During the Review Period, as reasonably requested by Seller, Buyer will provide Seller and its accountants reasonable access, during normal business hours and upon reasonable notice, to the books and records of the Business, the personnel of, and work papers prepared by, Buyer and/or Buyer’s accountants to the extent that such books and records, personnel and work papers relate to the Post-Closing WC Statement, and to such historical financial information (to the extent in Buyer’s possession) relating to the Post-Closing WC Statement as Seller may reasonably request for the purpose of reviewing the Post-Closing WC Statement and preparing any objections. If prior to the end of the Review Period, Seller objects to any of such Buyer calculations contained in the Post-Closing WC Statement, Seller shall provide written notice (a “Disagreement Notice”) thereof to Buyer prior to the end of the Review Period, which notice shall set forth with reasonable specificity Seller’s objections (the “Objections”). In the event that Seller timely delivers a Disagreement Notice to Buyer, Buyer and Seller will endeavor in good faith, during the 30-day period commencing on the date of delivery of such notice of Objections (or such longer period as the Parties may then agree) (the “Resolution Period”), to resolve such Objections as promptly as practicable and, upon such resolution, if any, any adj...
Sample 1
Buyer’s Calculation. As soon as practicable, but in no event later than 75 days, after the Closing Date, Buyer shall prepare or cause to be prepared and shall deliver to Sellers a statement setting forth its good faith calculation of the Closing Date Cash Amount, Closing Date Indebtedness Amount, Closing Date Working Capital, the Minority Interest Amount, the Subsidiary SAR Amount and the Company Transaction Expenses. If Sellers object to any of such Buyer estimates, Sellers shall notify Buyer no later than 45 days after Sellers’ receipt of such statement, setting forth with reasonable specificity their objections (the “Objections”). Thereafter, Buyer and Sellers shall endeavor in good faith, during the 30-day period commencing on the date of delivery of such notice of Objections (or such longer period as the Parties may then agree), to resolve the Objections. For so long as any Objections remain unresolved, Buyer shall make available, and shall cause the Company to make available, to Sellers such books and records as Sellers may reasonably request in connection with resolving any Objections.
Sample 1

Related to Buyer’s Calculation

  • Yield Calculation The Bank will compute the performance results of the Fund (the "Yield Calculation") in accordance with the provisions of Release No. 33-6753 and Release No. IC-16245 (February 2, 1988) (the "Releases") promulgated by the Securities and Exchange Commission, and any subsequent amendments to, published interpretations of or general conventions accepted by the staff of the Securities and Exchange Commission with respect to such releases or the subject matter thereof ("Subsequent Staff Positions"), subject to the terms set forth below:

  • Buyer’s Certificate Buyer shall deliver to Seller at the Closing, a certificate in the form of Exhibit C attached hereto and incorporated herein by this reference.

  • Financial Calculations All financial calculations to be made under, or for the purposes of, this Agreement and any other Transaction Document shall be made in accordance with the Accounting Standards and, except as otherwise required in this Agreement or to conform to any provision of this Agreement, shall be calculated from the then most recently issued quarterly financial statements which the Borrower is obligated to furnish to the Lenders under Section 5.03 (

  • Financial Covenant Calculations The parties hereto acknowledge and agree that, for purposes of all calculations made in determining compliance for any applicable period with the financial covenants set forth in Section 6.7 and for purposes of determining the Applicable Margin, (i) after consummation of any Permitted Acquisition, (A) income statement items and other balance sheet items (whether positive or negative) attributable to the target acquired in such transaction shall be included in such calculations to the extent relating to such applicable period (including by adding any cost saving synergies associated with such Permitted Acquisition in a manner reasonably satisfactory to the Agent), subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness of a target which is retired in connection with a Permitted Acquisition shall be excluded from such calculations and deemed to have been retired as of the first day of such applicable period and (ii) after any Disposition permitted by Section 6.8), (A) income statement items, cash flow statement items and balance sheet items (whether positive or negative) attributable to the property or assets disposed of shall be excluded in such calculations to the extent relating to such applicable period, subject to adjustments mutually acceptable to Borrowers and the Agent and (B) Indebtedness that is repaid with the proceeds of such Disposition shall be excluded from such calculations and deemed to have been repaid as of the first day of such applicable period.

  • Seller’s Certificate Purchaser shall have received a certificate from Seller, dated as of the Closing Date, reasonably satisfactory in form and substance to Purchaser and its counsel, certifying as to the matters specified in Section 10.1 and Section 10.2 hereof. The matters set forth in such certificate shall constitute representations and warranties of Seller hereunder.

  • Pro Forma Calculations Notwithstanding anything to the contrary herein (subject to Section 1.02(j)), the First Lien Net Leverage Ratio, the Total Net Leverage Ratio and the Fixed Charge Coverage Ratio and Consolidated Net Tangible Assets shall be calculated (including for purposes of Sections 2.14 and 2.15) on a Pro Forma Basis with respect to each Specified Transaction occurring during the applicable four quarter period to which such calculation relates, and/or subsequent to the end of such four-quarter period but not later than the date of such calculation; provided that notwithstanding the foregoing, when calculating the First Lien Net Leverage Ratio for purposes of (i) determining the applicable percentage of Excess Cash Flow for purposes of Section 2.05(b), (ii) the Applicable Rate, (iii) the Applicable Commitment Fee and (iv) determining actual compliance (and not Pro Forma Compliance or compliance on a Pro Forma Basis) with the Financial Covenant, any Specified Transaction and any related adjustment contemplated in the definition of Pro Forma Basis (and corresponding provisions of the definition of Consolidated EBITDA) that occurred subsequent to the end of the applicable four quarter period shall not be given Pro Forma Effect. For purposes of determining compliance with any provision of this Agreement which requires Pro Forma Compliance with the Financial Covenant, (x) in the case of any such compliance required after delivery of financial statements for the fiscal quarter ending on or about June 30, 2014, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter most recently then ended for which financial statements have been delivered (or were required to have been delivered) in accordance with Section 6.01, or (y) in the case of any such compliance required prior to the delivery referred to in clause (x) above, such Pro Forma Compliance shall be determined by reference to the maximum First Lien Net Leverage Ratio permitted for the fiscal quarter ending June 30, 2014. With respect to any provision of this Agreement (other than the provisions of Section 6.02(a) or Section 7.08) that requires compliance or Pro Forma Compliance with the Financial Covenant, such compliance or Pro Forma Compliance shall be required regardless of whether the Lux Borrower is otherwise required to comply with such covenant under the terms of Section 7.08 at such time. For purposes of making any computation referred to above:

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

  • Certain Calculations Unless otherwise specified herein, the following provisions shall apply:

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

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