CLOSING ACCOUNTING. 1Seller has prepared and Purchaser has accepted, subject to its review and approval of the Final Closing Accounting, the accounting ("Closing Accounting") attached to this Agreement as Exhibit E-2. The Closing Accounting is based upon Seller's estimate of the financial position of the Company and the Subsidiaries, and sets forth the following: (i) the amount of all Financing Reserves (by entity), (ii) the amount of all Security Deposit Reserves (by Community), (iii) the amount of Security Deposits (by entity), (iv) the estimated amount of Net Current Assets (consolidated for the Company and the Subsidiaries), other than cash, and (v) the amount of cash (consolidated for the Company and the Subsidiaries), other than xxxxx cash and similar amounts maintained at each Community. Upon request, Seller shall make available to Purchaser reasonable back-up (including Current Assets and Current Liabilities by Community) of the matters set forth in the Closing Accounting. The Closing Accounting shall estimate assets and liabilities of the Company and the Subsidiaries as of the end of the fifth 4-week accounting period in Seller's fiscal year, and shall be prepared in accordance with GAAP.
CLOSING ACCOUNTING. In the event of any Loss incurred by the Seller or any Affiliate thereof, for purposes of determining the amount the Seller is entitled to recover hereunder on account of such Loss (but not for purposes of determining the threshold amount of Losses or the cap on liability under SECTION 8.03), the Seller's Loss shall be "grossed up" to an amount equal to the quotient of (i) the amount of such Loss DIVIDED BY (ii) a fraction the numerator of which is the aggregate number of issued and outstanding shares of Purchaser Common Shares and Purchaser Preferred Shares owned by Persons other than the Seller and PGGM as of the date on which any payment is made by the Purchaser on account of such Loss and the denominator of which is the aggregate amount of issued and outstanding Purchaser Common Shares and Purchaser Preferred Shares as of such date. To the extent that the Purchaser's or the Seller's undertakings set forth in this SECTION 8.02 may be unenforceable, the Purchaser or the Seller which is liable for the undertaking shall contribute the maximum amount that it is permitted to contribute under applicable Law to the payment and satisfaction of all Losses incurred by the other party.
CLOSING ACCOUNTING. (a) At least fifteen (15) days prior to Closing, the Seller shall prepare and deliver to the Purchaser using the methodology applied in the preparation of the Interim Financial Statements, and prepared in accordance with U.S. GAAP consistently applied, a proposed accounting ("ESTIMATED CLOSING ACCOUNTING") that shall estimate, in itemized form for the Seller Subsidiaries, the following items (unless otherwise indicated, as of 12:01 am on the date of Closing):
(i) All cash and receivables held by the Seller Subsidiaries, including without limitation, the banks accounts of the Seller Subsidiaries and rentals under Space Leases;
(ii) All amounts prepaid by the Seller Subsidiaries under the Continuing Contracts, the Management Agreements, prepaid insurance (to the extent not terminated in accordance with SECTION 2.06(b) above) and the Ground Leases and any prepaid interest or other amounts in respect of debt service on the Purchased Loans;
(iii) All refundable deposits made by the Seller Subsidiaries under the Continuing Contracts, and all refundable deposits made by the Seller Subsidiaries with any utility company or governmental agency in connection with the Seller Properties;
(iv) All accounts payable and accrued expenses of the Seller Subsidiaries, including, without limitation, accounts payable and accrued expenses under the Space Leases, insurance policies (to the extent not terminated in accordance with SECTION 2.06(b) above), the Management Agreements and Continuing Contracts, any Tenant Costs which have not been funded or paid prior to the Closing Date to the extent Seller is responsible therefor under SECTION 2.06(c) above, and all other ordinary and customary accounts payable and accrued expenses, including without limitation water, sewer, electricity and gas charges, real estate taxes and assessments, personal property taxes, sales taxes, and property owners' assessments;
(v) All accrued but unpaid interest and other debt service due on the Purchased Loans and the amount of $300,000 for the contingent liability (net of $250,000 of restricted cash) described in SECTION 2.06(d) above; and
(vi) All amounts received by the Seller Subsidiaries as rentals under Space Leases or under the Administrative Agreements to the extent payable by such tenants on account of Rentals accruing for periods, or services to be provided, on and after the date of Closing, and all security deposits held by the Seller Subsidiaries under any Space Lease.
(b) Following receipt...
CLOSING ACCOUNTING. The parties acknowledge that Sellers are assigning to Purchaser no accounts receivable, and that, except as expressly provided in the first sentence of Section 3(a) hereof Purchaser is assuming no liabilities. Purchaser and Sellers agree, consistent with their normal business practices, to cooperate in collecting and accounting for Sellers accounts receivable (including through use of Purchaser's computer equipment and office personnel as necessary) as of the Closing Date and to assist Sellers in their efforts to discharge Sellers liabilities. The parties further agree to develop a procedure on or prior to the Closing Date to implement the foregoing. Such procedure shall include provision for (a) matching of payments received to invoices outstanding and identification of disputed invoices; and (b) assisting Sellers in accounting for outstanding payables. It is not intended that Purchaser will disburse or collect funds for the Sellers, but Purchaser will assist the Sellers in post- closing accounting for a period of six (6) months from the Closing Date.
CLOSING ACCOUNTING. With respect to Assets for which CCNGP is the operator, CCNGP shall invoice all joint interest owners for all billable costs attributable to such operations for those periods from the Effective Time until the end of the month after the month in which Closing occurs. All subsequent joint interest xxxxxxxx for such Assets shall be prepared and distributed by Purchaser. For a period of one (1) year after Closing, the Parties shall provide reasonable assistance to each other in the collection or recoupment of any overpayment or underpayment of accounts receivable related to the joint operation of the Assets.
