Buyer’s Preparation of the Statement Sample Clauses

Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to the Seller a statement (the “Statement”) setting forth, in reasonable detail, Buyer’s determination of Net Working Capital. The Seller will assist Buyer and its representatives in all reasonable respects in preparing the Statement and will give Buyer and its representatives reasonable access at all reasonable times to the personnel, properties, books and records of the Seller and its Affiliates for such purpose and the other matters in this Section 2.3. Such 90-day period will be extended, to the extent of any unreasonable delay by the Seller in providing such assistance or access. The final determination of Net Working Capital pursuant to this Section 2.3 is “Final Net Working Capital.”
Sample 1
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Buyer’s Preparation of the Statement. Within 30 days after the Closing Date, Buyer will prepare and deliver to the Representative a consolidated unaudited balance sheet for the Companies dated as of the Closing Date and prepared in an a manner consistent in all respects with the representation in Section 4.7(b) (the “Closing Balance Sheet”) and a statement (the “Purchase Price Certificate”) setting forth, in reasonable detail, Buyer’s determination of Purchase Price, including all components in the definition thereof; provided that if Buyer does not deliver to the Representative the Closing Balance Sheet and Purchase Price Certificate within 30 days after the Closing Date, then the Pre-Closing Balance Sheet and Estimated Purchase Price Certificate shall become final and binding upon Buyer to the extent that Buyer shall be prohibited from making any claim thereafter that the Closing Balance Sheet is below the Target Working Capital; provided further that if Buyer does not deliver to the Representative the Closing Balance Sheet and Purchase Price Certificate within 30 days after the Closing Date, then the Representative shall be provided with the Closing Balance and Purchase Price Certificate as soon as reasonably practicable in order to determine any excess of Working Capital over the Target Working Capital, which such excess, if any, shall be paid in accordance with Section 2.4(f)(1). Buyer will give the Representative and its representatives access promptly and at all reasonable times during normal business hours to the personnel, properties, books and records of the Companies for purposes of reviewing the Purchase Price Certificate and the other matters in this Section 2.4. Such 30-day period will be extended to the extent of any delay by the Company in providing such access. The final determination of Working Capital pursuant to this Section 2.4 is “Final Working Capital.”
Sample 1
Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to Seller a statement (the “Statement”) stating, in reasonable detail (and with reasonable supporting detail), Buyer’s determination of Closing Cash and Net Working Capital.
Sample 1
Buyer’s Preparation of the Statement. Within 60 days after the Closing Date, Buyer will prepare and deliver to Sellers’ Representative a statement (the “Statement”) stating, in reasonable detail, Buyer’s determination of (1) Net Working Capital and Cash, (2) the Transaction Expenses and (3) the Funded Indebtedness as of Closing. The final determination of Net Working Capital and Cash pursuant to this Section 2.4 is the “Final Net Working Capital and Cash.” The final determination of the Transaction Expenses as of the Closing pursuant to this Section 2.4 is the “Final Transaction Expenses.” The final determination of the Funded Indebtedness as of the Closing pursuant to this Section 2.4 is the “Final Funded Indebtedness.”
Sample 1
Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to Sellers Agent a statement (the “Statement”) setting forth, in reasonable detail, (i) Buyer’s good faith calculations of (A) the Cash of the Company, as of immediately prior to the Closing (“Actual Cash”), (B) the Indebtedness of the Company, as of immediately prior to the Closing (“Actual Indebtedness”), (C) Transaction Expenses (“Actual Transaction Expenses”), (D) Net Working Capital (“Actual Net Working Capital”) and Deferred Payroll Taxes (“Actual Deferred Payroll Taxes”), (ii) the extent to which (A) Actual Net Working Capital exceeds Target Net Working Capital or (B) Target Net Working Capital exceeds Actual Net Working Capital and (iii) the amount, if any, by which the Cash Payment, calculated by replacing Estimated Net Working Capital, Estimated Cash, Estimated Indebtedness, Estimated Transaction Expenses and Estimated Deferred Payroll Taxes with, respectively, Actual Net Working Capital, Actual Cash, Actual Indebtedness, Actual Transaction Expenses and Actual Deferred Payroll Taxes, is less than or greater than the calculation of the Cash Payment at Closing. The Statement shall include reasonable detail of the calculation and a description of the reasons for variations from the Estimated Net Working Capital, Estimated Cash, Estimated Indebtedness, Estimated Transaction Expenses and Estimated Deferred Payroll Taxes, if any.
Sample 1
Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to Sellers’ Representative a statement (the “Statement”) stating, in reasonable detail, Buyer’s determination of (1) Net Working Capital and Cash, (2) the Transaction Expenses as of Closing, (3) the Funded Indebtedness as of Closing, and (4) the Pre-Closing Taxes. The final determination of Net Working Capital and Cash pursuant to this Section 2.4 is the “Final Net Working Capital and Cash.” The final determination of the Transaction Expenses as of the Closing pursuant to this Section 2.4 is the “Final Transaction Expenses.” The final determination of the Funded Indebtedness as of the Closing pursuant to this Section 2.4 is the “Final Funded Indebtedness.” The final determination of the Pre-Closing Taxes pursuant to this Section 2.4 is the “Final Pre-Closing Taxes.”
Sample 1
Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to each of the Stockholder Representative and the Buyer Sponsor a statement (the “Final Purchase Price Calculation Statement”) setting forth, in reasonable detail, Buyer’s calculations (“Buyer’s Proposed Calculations”) of (i) the amount of the Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Company Transaction Expenses, and (iv) the resulting Aggregate Purchase Price based on the foregoing and the other elements set forth in Section 2.1.
Sample 1
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Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to Sellers Agent a statement (the “Final Purchase Price Calculation Statement”) setting forth, in reasonable detail, Buyer’s calculations (“Buyer’s Proposed Calculations”) of (i) the amount of the Closing Net Working Capital, (ii) Closing Cash, (iii) Closing Indebtedness, (iv) the Final Tax Adjustment, and (v) Company Transaction Expenses, and (v) the resulting Aggregate Purchase Price. Buyer’s Proposed Calculations shall be prepared in accordance with the Accounting Principles.
Sample 1
Buyer’s Preparation of the Statement. Within 90 days after the Closing Date, Buyer will prepare and deliver to Sellers Representative a statement (the “Statement”) setting forth, in reasonable detail, (i) Buyer’s good faith calculations of (1) the Cash of the Company, as of immediately prior to the Closing (“Actual Cash”), (2) the Indebtedness of the Company, as of immediately prior to the Closing (“Actual Indebtedness”), (3) Transaction Expenses (“Actual Transaction Expenses”) and (4) Net Working Capital (“Actual Net Working Capital”), (ii) the extent to which (1) Actual Net Working Capital exceeds Target Net Working Capital or (2) Target Net Working Capital exceeds Actual Net Working Capital, as the case may be, and (iii) the amount, if any, by which the Estimated Merger Consideration, calculated by replacing Estimated Net Working Capital, Estimated Cash, Estimated Indebtedness and Estimated Transaction Expenses with, respectively, Actual Net Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses, is less than or greater than the calculation of the Estimated Merger Consideration at Closing.
Sample 1

Related to Buyer’s Preparation of the Statement

  • Preparation of the Financial Statements The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

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