Closing Adjustment Statement. Within 45 days after the Closing Date, Parent shall prepare and deliver to Weyerhaeuser a statement (the “Closing Adjustment Statement”) setting forth Parent’s calculation of the Adjustment Amount.
Closing Adjustment Statement. (a) Not more than five (5) Business Days, but at least one (1) Business Day, prior to the Closing Date, the Seller Shareholder Representative shall in good faith cause to be prepared a balance sheet of the Company (and each other Group Company) as of the Closing Date, in form and substance reasonably satisfactory to Buyer (the “Closing Date Balance Sheet”), which shall be prepared in a manner consistent with the Latest Balance Sheetand shall include a statement of the amount of Corporate Taxes Paid, Corporate Taxes Payable, Target Excess Net Debt, Excess Net Debt, Net Debt, Net Working Capital, Net Working Capital Target and the Net Working Capital Percentage (the “Initial Closing Adjustment Statement”) in each case, for the 12 month period ending on the Closing Date or at the Closing Date, which Seller Shareholder Representative estimate will exist as of the close of business on the day immediately preceding the Closing Date determined for accounting and tax purposes as if such date were the Closing Date together with a representation that such amount was determined in accordance with Accounting Principles consistently applied; provided that the Initial Closing Adjustment Statement (and all components thereof, including without limitation, Corporate Taxes Paid, Corporate Taxes Payable, Target Excess Net Debt, Excess Net Debt, Net Debt, Net Working Capital, Net Working Capital Target and the Net Working Capital Percentage shall be reconciled to US GAAP by Buyer, and upon such reconciliation, such US GAAP reconciliation shall be reflected in the Initial Closing Adjustment Statement).
(b) As promptly as practicable, but no later than seventy-five (75) days after the Closing Date, Buyer will cause to be prepared and delivered to the Seller Shareholder Representative a certificate setting forth Buyer’s calculation of each component of the Initial Closing Adjustment Statement, including any resulting adjustments to the Purchase Price, including reflecting the reconciliation of the Initial Closing Adjustment Statement to US GAAP (“Buyer Closing Adjustment Statement”) per the terms and conditions of this Agreement, including Section 1.2(b)(i) and the terms herein,. Buyer will make available to the Seller Shareholder Representative and their accountant all reasonable records and work papers used in preparing the calculation of Buyer Closing Adjustment Statement.
(c) If the Seller Shareholder Representative disagrees with Buyer’s calculation of the Buyer Closing Ad...
Closing Adjustment Statement. Within the seventy-five (75) day period following the Closing Date, Parent shall prepare and deliver to the Series A Holders a statement (the “Closing Adjustment Statement”) of: (i) the Closing Capital Expenditures; (ii) the Incremental Acquisition Amount; (iii) the Closing Working Capital; (iv) the Closing Indebtedness; (v) the Transaction Costs; (vi) the 2015 Bonus Amount; (vii) the Excess Severance Cost, if any; (viii) the Closing TCF; and (ix) the Closing Adjustment Amount. The Closing Adjustment Statement shall be prepared by Parent in accordance with GAAP, as applicable, and using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used by the Company in preparation of the Estimated Closing Statement, including as set forth in Schedule 8.09(a)(iii). If no Closing Adjustment Statement is received by the Series A Holders within the seventy-five (75) day period referred to herein, then the Estimated Closing Statement and the estimated amounts of the Closing Capital Expenditures, Closing Working Capital, Transaction Costs and Closing TCF set forth therein shall be deemed to have been accepted by Parent and the Series A Holders and shall become final and binding upon Parent and the Series A Holders.
Closing Adjustment Statement. Within 90 days after the Closing Date, Purchaser shall prepare and deliver to Parent its good faith calculation of the Closing Adjustment Balance Sheet and a written statement (the “Closing Adjustment Statement”) setting forth Purchaser’s good faith calculation of (a) the Cash Amount, (b) the Indebtedness Amount, (c) the Transaction Expense Amount, (d) the Net Working Capital Amount and (e) the resulting calculation of the Adjustment Amount, in each case, prepared in accordance with the Adjustment Statement Principles and the applicable definitions contained herein, together with reasonable supporting documentation for the estimates and calculations contained therein.
Closing Adjustment Statement. 6 Section 2.4 Closing................................................. 8 Section 2.5
Closing Adjustment Statement. Within the sixty (60) day period following the Closing Date, Buyer shall prepare, or cause the Company to prepare, and deliver to the Transaction Representative a balance sheet of the Company as of 12:01 a.m. on the Closing Date (the “Closing Balance Sheet”) and a statement (the “Closing Adjustment Statement”) of (a) the Working Capital as reflected on the face of the Closing Balance Sheet (the “Closing Working Capital”) and (b) the Cash on Hand and Company Debt existing as of 12:01 a.m. on the Closing Date and the Transaction Costs. The Closing Balance Sheet will be prepared in accordance with GAAP. To the extent the Company’s accounting methods, policies, practices and procedures used in the preparation of the Target Working Capital are in accordance with GAAP, the Closing Balance Sheet shall be prepared using such accounting methods, policies, practices and procedures, with consistent classifications and estimation methodologies as were used in the preparation of the Target Working Capital in accordance with Schedule 3.1, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the transactions contemplated hereby.
Closing Adjustment Statement. Within thirty (30) daxx xxxer the Closing, the Shareholders shall deliver to Waste Industries the Closing Adjustment Statement and Waste Industries shall review the Closing Adjustment Statement, the Trans Waste Financial Statements and the 1997 Audited Financial Statements, as available.
(i) If Waste Industries determines that the Closing Adjustment Statement is materially incorrect, Waste Industries will deliver to the Shareholders, within one hundred twenty (120) days after the Closing Date, a statement as of the Closing Date indicating discrepancies (the "Counter Adjustment Statement"). For purposes of this Section 9.2(f)(i), the term "materially" shall mean in excess of $20,000. If no Counter Adjustment Statement is delivered within such 120-day period, the Closing Adjustment Statement will be deemed accepted and shall be used in computing any adjustment to the July 31, 1998 Adjustment Statement and any deficits in the amounts paid by Waste Industries at Closing shall be promptly paid to the Shareholders by Waste Industries and any surplus paid by Waste Industries at Closing shall be deducted from the Holdback Amount.
Closing Adjustment Statement. The Purchaser and the Company acknowledge that the Seller is a third party beneficiary of the Company Common Stock SPA for purposes of Section 7.11 thereof and that the Seller shall be entitled to review, evaluate and dispute the Closing Adjustment Statement (as defined in the Company Common Stock SPA) pursuant to the procedures set forth therein. The Purchaser and the Company agree to take such further action as may be reasonably necessary to give effect to the Seller’s rights to review, evaluate and dispute the Closing Adjustment Statement and shall refrain from taking any actions that could reasonably be expected to impair, delay or impede the exercise of such rights.
Closing Adjustment Statement. Within sixty (60) days after receipt of the Final Post-Closing Adjustment Statement, the parties hereto will use their best efforts to agree upon the proposed adjustments and the Seller or Purchaser, as the case may be, shall pay to the other such sums as may be agreed to be due. Any amounts agreed to be due Seller under this Section 11.6 shall be paid to such party as Seller shall from time to time direct.
Closing Adjustment Statement
