CLOSING ACCOUNTING Sample Clauses

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.
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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.
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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.
Sample 1
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...
Sample 1
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.
Sample 1

Related to CLOSING ACCOUNTING

  • Closing Your Account Unless an agreement relating to a particular product or service says otherwise, you can close your Account at any time provided that you first settle any debit balance owing.

  • Accounting Matters Unless otherwise stated, all accounting terms used in this Agreement shall have the meanings attributable thereto under IFRS and all determinations of an accounting nature required to be made hereunder shall be made in a manner consistent with IFRS.

  • Pooling Accounting Notwithstanding anything to the contrary herein, if, but for any provision of this Agreement, a Change in Control transaction would otherwise be accounted for as a pooling-of-interests under APB No.16 ("Pooling Accounting") (after giving effect to xxx xxx xll other facts and circumstances affecting whether such Change in Control transaction would use Pooling Accounting), such provision or provisions of this Agreement which would otherwise cause the Change in Control transaction to be ineligible for Pooling Accounting shall be void and ineffective in such a manner and to the extent that by eliminating such provision or provisions of this Agreement, Pooling Accounting would be required for such Change in Control transaction.

  • Billing and Payment Procedures and Final Accounting 6.1.1 The Connecting Transmission Owner shall xxxx the Interconnection Customer for the design, engineering, construction, and procurement costs of Interconnection Facilities and Upgrades contemplated by this Agreement on a monthly basis, or as otherwise agreed by those Parties. The Interconnection Customer shall pay all invoice amounts within 30 calendar days after receipt of the invoice. 6.1.2 Within three months of completing the construction and installation of the Connecting Transmission Owner’s Interconnection Facilities and/or Upgrades described in the Attachments to this Agreement, the Connecting Transmission Owner shall provide the Interconnection Customer with a final accounting report of any difference between (1) the Interconnection Customer’s cost responsibility for the actual cost of such facilities or Upgrades, and (2) the Interconnection Customer’s previous aggregate payments to the Connecting Transmission Owner for such facilities or Upgrades. If the Interconnection Customer’s cost responsibility exceeds its previous aggregate payments, the Connecting Transmission Owner shall invoice the Interconnection Customer for the amount due and the Interconnection Customer shall make payment to the Connecting Transmission Owner within 30 calendar days. If the Interconnection Customer’s previous aggregate payments exceed its cost responsibility under this Agreement, the Connecting Transmission Owner shall refund to the Interconnection Customer an amount equal to the difference within 30 calendar days of the final accounting report. 6.1.3 If the Interconnection Customer disputes an amount to be paid, the Interconnection Customer shall pay the disputed amount to the Connecting Transmission Owner or into an interest bearing escrow account, pending resolution of the dispute in accordance with Article 10 of this Agreement. To the extent the dispute is resolved in the Interconnection Customer’s favor, that portion of the disputed amount will be credited or returned to the Interconnection Customer with interest at rates applicable to refunds under the Commission’s regulations. To the extent the dispute is resolved in the Connecting Transmission Owner’s favor, that portion of any escrowed funds and interest will be released to the Connecting Transmission Owner.

  • Fund Accounting The Trustees may in their discretion from time to time enter into one or more contracts whereby the other party or parties undertakes to handle all or any part of the Trust’s accounting responsibilities, whether with respect to the Trust’s properties, Shareholders or otherwise.

  • Closing Adjustments (a) At least five (5) Business Days prior to the Closing Date, Vista Outdoor shall prepare and deliver to Parent a statement (the “Estimated Closing Statement”) setting forth Vista Outdoor’s good faith estimate of (i) Closing Cash (such estimate, “Estimated Closing Cash”), (ii) Closing Working Capital (such estimate, “Estimated Closing Working Capital”), (iii) Closing Debt (such estimate, “Estimated Closing Debt”), (iv) Transaction Expenses (such estimate, “Estimated Transaction Expenses”), (v) Closing Taxes (such estimate, “Estimated Closing Taxes”), (vi) Closing Transaction Tax Deductions (such estimate, “Estimated Closing Transaction Tax Deductions”), (vii) the Closing Non-Cash Debt (such estimate, “Estimated Closing Non-Cash Debt”) and (viii) the Estimated Closing Adjustment Amount, in each case, together with reasonably detailed schedules with respect to the determination thereof to support the estimates set forth in the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement, including the Accounting Principles. The Parties agree that the purpose of preparing the Estimated Closing Statement is to estimate the amounts of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount in accordance with the terms of this Agreement, including the Accounting Principles. Vista Outdoor shall consider in good faith and implement all reasonable comments provided by Parent to the Estimated Closing Statement (including the components thereof) at least one Business Day prior to the Closing Date. (b) At least five (5) Business Days prior to Vista Outdoor’s delivery of the Estimated Closing Statement, and in any event at least ten (10) Business Days prior to the Closing Date, Vista Outdoor shall prepare and deliver to Parent a good faith non-binding, advisory draft of the Estimated Closing Statement (the “Draft Estimated Closing Statement”), including reasonably detailed schedules with respect to the determination thereof to support the estimates set forth therein. In furtherance of Vista Outdoor’s preparation of the Estimated Closing Statement, Vista Outdoor shall consider in good faith all reasonable comments provided to the Draft Estimated Closing Statement by Parent at least one Business Day prior to delivery of the Estimated Closing Statement. (c) Within ten (10) Business Days of the date of this Agreement, Vista Outdoor shall prepare and deliver to Parent a good faith non-binding, advisory draft of the Estimated Closing Statement, including reasonably detailed schedules with respect to the determination thereof to support the estimates set forth therein (an “Advisory Estimated Closing Statement”), assuming, for purposes of creating such Advisory Estimated Closing Statement, a Reference Time of 11:59 p.m. New York City time on September 30, 2024. Within ten (10) Business Days following October 31, 2024, Vista Outdoor shall prepare and deliver to Parent, an Advisory Estimated Closing Statement assuming, for purposes of creating such Advisory Estimated Closing Statement, a Reference Time of 11:59 p.m. New York City time on October 31, 2024. In furtherance of Vista Outdoor’s preparation of the Draft Estimated Closing Statement and the Estimated Closing Statement, Vista Outdoor shall consider in good faith all reasonable comments provided to the Advisory Estimated Closing Statements by Parent at least one (1) Business Day prior to delivery of the Draft Estimated Closing Statement. (d) As promptly as practicable, and in any event within the later of (x) thirty (30) days following the Closing Date and (y) five (5) Business Days prior to the consummation of the Revelyst Merger (if such merger is consummated) (the later of (x) and (y), the “Closing Statement Deadline”), Vista Outdoor and Revelyst shall cooperate in good faith and jointly prepare a statement (the “Closing Statement”) setting forth their joint good faith calculation of (i) Closing Cash, (ii) Closing Working Capital, (iii) Closing Debt, (iv) Transaction Expenses, (v) Closing Taxes, (vi) Closing Transaction Tax Deductions and (vii) the Closing Adjustment Amount, in each case, together with reasonably detailed schedules with respect to the determination thereof to support the calculations set forth in the Closing Statement. The Closing Statement shall be prepared in accordance with the terms of this Agreement, including the Accounting Principles. The Parties agree that the purpose of preparing the Closing Statement is to measure and determine the amount of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount in accordance with the terms of this Agreement, including the Accounting Principles. Each of Vista Outdoor and Revelyst shall execute the Closing Statement to certify the calculations set forth therein and upon such certification the Closing Statement shall become final and binding upon the Parties; provided, that, notwithstanding anything to the contrary in this Agreement, in the event that Vista Outdoor and Revelyst do not agree upon and execute the Closing Statement by the Closing Statement Deadline, then the Estimated Closing Statement shall be deemed to be the Closing Statement for all purposes under this Agreement and neither Party nor their respective Affiliates shall have any further obligation pursuant to this Section 2.06. (e) In connection with the preparation of the Closing Statement, Vista Outdoor shall, subject to reasonable advance written request (email being sufficient), provide Revelyst and its Representatives with reasonable access during normal business hours, and in such a manner as to not interfere with the normal operations of Vista Outdoor and each other member of the Vista Outdoor Group, to the Records and relevant advisors (subject to the execution of any required customary access letters), personnel and properties of Vista Outdoor and each other member of the Vista Outdoor Group to the extent reasonably relevant to the preparation of the Closing Statement; provided that Revelyst shall, and shall cause its Representatives to, keep any nonpublic information shared with it confidential. (f) Within three (3) Business Days after the Closing Statement becomes final and binding upon the Parties in accordance with this Section 2.06, if the Closing Adjustment Amount is: (i) greater than the Estimated Closing Adjustment Amount, then Vista Outdoor shall pay Revelyst an amount of cash equal to such difference; (ii) less than the Estimated Closing Adjustment Amount, then Revelyst shall pay Vista Outdoor an amount of cash equal to such difference; or (iii) equal to the Estimated Closing Adjustment Amount, then neither Party shall have any obligation to make a payment to the other Party in respect thereof. (g) Each Party acknowledges that the agreements contained in this Section 2.06 are an integral part of the Transactions, and that, without these agreements, the other Party would not have entered into this Agreement and each other Transaction Document to which it is a party. Accordingly, if a Party fails to promptly pay any amount due pursuant to this Section 2.06 (such Party, the “Defaulting Party”), and, in order to obtain payment of such amount, the other Party commences a legal action which results in an order against the Defaulting Party for such amount, or any portion thereof, the Defaulting Party shall pay to the other Party such other Party’s out-of-pocket, reasonable and documented costs and expenses (including attorneys’ fees) incurred in connection with such legal action, together with interest on such due and unpaid amounts pursuant to this Section 2.06 at a rate equal to (i) the prime rate as published in The Wall Street Journal in effect on the date such amount was required to be paid plus (ii) 2% through the date such payment was actually received. (h) Vista Outdoor agrees that, from the Closing Date through the date that the Closing Adjustment Amount is finally determined in accordance with this Section 2.06, it shall not, and shall cause each other member of the Vista Outdoor Group not to, take any action with respect to any accounting books, records, policies or procedures on which the Closing Statement is based that would impede or delay the final determination of the Closing Adjustment Amount. (i) Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Vista Outdoor or Revelyst, the process set forth in this Section 2.06 shall be the sole and exclusive remedy between the Parties for any disputes related to the items required to be included or reflected in the calculation of Closing Cash, Closing Working Capital, Closing Debt, Transaction Expenses, Closing Taxes, Closing Transaction Tax Deductions and the Closing Adjustment Amount. (j) Without the prior written consent of Xxxxxx Xxxxxx, none of the time periods set forth in this Section 2.06 shall be extended or waived by any Party. For the avoidance of doubt, from and after the closing of the Revelyst Merger, neither Olibre Parent, Revelyst nor any of their respective Subsidiaries shall have any obligation with respect to this Section 2.06. Each Party agrees that Olibre Parent is a third party beneficiary of this Section 2.06(j). (k) For the purposes of this Agreement:

  • Tax Accounting Services (1) Maintain accounting records for the investment portfolio of the Fund to support the tax reporting required for “regulated investment companies” under the Internal Revenue Code of 1986, as amended (the “Code”). (2) Maintain tax lot detail for the Fund’s investment portfolio. (3) Calculate taxable gain/loss on security sales using the tax lot relief method designated by the Trust. (4) Provide the necessary financial information to calculate the taxable components of income and capital gains distributions to support tax reporting to the shareholders.

  • PREMIUM ACCOUNTING The Company will pay the Reinsurer premiums in accordance with the terms specified in Exhibit C-1. The method and requirements for reporting and remitting premiums are specified in Exhibit F.

  • Fiscal Year; Accounting The Company's fiscal year shall be the calendar year with an ending month of December.

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