Closing and Post-Closing Adjustments. All adjustments normal in asset acquisitions, including but not limited to rents and employee compensation, telephone charges, personal property taxes, customer prepayments, if relating to a period before and after the Closing Date, shall be apportioned between Seller and Purchaser according to the number of days in the period covered thereby which occurred prior to and including the Closing Date and subsequent to the Closing Date. The aggregate amount of any adjustment shall be determined and paid as of the Closing Date. Any additional amounts determined after the Closing Date to be paid by either party under this Section 3.4 shall be paid by check delivered within seven (7) days following determination of the amount of any such adjustment.
Closing and Post-Closing Adjustments. (a) Not later than the fifth Business Day prior to the Closing Date, Seller and Parent shall deliver to Purchaser a statement (the “Estimated Closing Statement”), consisting of (i) an estimated balance sheet of MONY as of the Closing Date after giving effect to the Pre-Closing Transactions and pro forma effect to the sale of Investment Assets that will be effected at the Closing pursuant to Section 5.16(b), (ii) an estimated calculation in reasonable detail of Adjusted Statutory Book Value as of the Closing Date (the “Estimated Adjusted Statutory Book Value”), (iii) an estimated calculation in reasonable detail of the Tax Asset Value as of the Closing Date (the “Estimated Tax Asset Value”), (iv) an estimated calculation of the Initial Reinsurance Premium and the Adjusted Ceding Commission (each as defined in the MLOA Reinsurance Agreement) and (v) a list of the Transferred Assets (as defined in the MLOA Reinsurance Agreement) to be transferred by MLOA to Purchaser or, at Purchaser’s discretion, to Purchaser by transfer to the Trust Account (as defined in the MLOA Reinsurance Agreement), on the Closing Date pursuant to the MLOA Reinsurance Agreement, including the Company Statutory Book Value (including investment income due and accrued, but excluding the amount of any principal and interest (to the extent included in such valuation) paid or to be paid to MLOA (and not Purchaser) following the date of determination as holder of record of such asset on or prior to the Closing) as of the last day of the second month immediately preceding the month in which the Closing shall occur or, in the case of the Closing occurring on December 31, 2013, as of November 30, 2013, or in any case as of such other date mutually agreed by the parties. The Estimated Closing Statement shall be estimated in good faith and based upon the Books and Records after giving effect to the Pre-Closing Transactions and pro forma effect to the sale of Investment Assets that will be effected at the Closing pursuant to Section 5.16(b). The Estimated Closing Statement shall be in the form of Schedule 2.5(a)(i) hereto and prepared and calculated in accordance with the methodologies, procedures, judgments, assumptions and estimates described on Schedule 2.5(a)(ii) hereto (the “Closing Statement Methodologies”). For illustrative purposes only (except with respect to the representation set forth in the last sentence of Section 3.16(a)(i)), attached as Schedule 2.5(a)(iii) hereto is an Estimated Cl...
Closing and Post-Closing Adjustments. Seller and Buyer shall mutually reconcile all closing adjustments relating to the Transferred Assets and the Business of Seller prior to, or at, the Closing. The parties agree as follows in regards to the ongoing tracking, allocation, and collection of each party's Photographic Asset receivables post-Closing:
Closing and Post-Closing Adjustments. 4.4(a) Closing Balance Sheet and Estimated Adjustment Schedules. No later than fifteen (15) days following the end of each calendar month following the date hereof and prior to the Closing, the District shall deliver, or cause to be prepared and delivered, to Newco and LCMC a Balance Sheet for such month, which Balance Sheet shall include a statement of the components of Specified Working Capital as of the Effective Time, in each case, calculated in accordance with this Agreement and certified by the Chief Financial Officer of the Facilities; provided that the components of Specified Working Capital shall be calculated in a manner consistent with Schedule 4.4(a) attached hereto. No later than ten (10) Business Days prior to the Closing, the District shall deliver, or cause to be prepared and delivered, to Newco and LCMC the most recent unaudited financial statement prepared by the District which shall include a Balance Sheet for the month immediately preceding the month during which the Closing will occur, which Balance Sheet shall include a statement of the components of Specified Working Capital as of the Effective Time, in each case calculated in accordance with this Agreement and certified by the Chief Financial Officer of the Facilities and which Balance Sheet and calculation of Specified Working Capital must be reasonably acceptable to LCMC. Such Balance Sheet or calculation of Specified Working Capital shall not bind Newco or LCMC with respect to the final determination of the Final Balance Sheet or the Final Adjustment Schedules (or any components thereof). Such Balance Sheet and the calculations of Specified Working Capital thereon are referred to as the “Estimated Balance Sheet” and the “Estimated Working Capital,” respectively.
Closing and Post-Closing Adjustments. The following adjustments shall be made by Capital acting through its Chief Financial Officer (or, if no such officer exists, the officer performing the duties of a Chief Financial Officer) to the August 31 Balance Sheet and the September 30 Balance Sheet to create the Closing Statement and the September 30 Statement (the Parties agree the August 31 Balance Sheet adjustments shall be collectively referred to as the "Closing Adjustments," and the September 30 Balance Sheet adjustments as the "Post-Closing Adjustments"):"
Closing and Post-Closing Adjustments. Adjustment shall be made, as of 12.01 a.m. on the Date of Closing, for realty taxes, and any other charges secured thereunder, local improvement rates, municipal/provincial levies and charges, water rates, utilities, fuel costs, current rents, percentage rents, prepaid rents, security deposits, interest on prepaid rents and security deposits, if required by contract, leasehold improvement costs, leasehold allowances and incentives, and any other items which are usually adjusted in purchase transactions involving commercial properties. If applicable. Closing of the sale shall occur be thirty (30) days of the removal of all conditions. The Vendor agrees, subject to the payment of the Purchase Price in accordance with this Offer to Purchase and satisfaction by the Purchaser of the terms hereof, to deliver possession of the Property to the Purchaser on the Closing Date.
Closing and Post-Closing Adjustments. (a) Not later than the fifth Business Day prior to the Closing Date, Seller shall deliver to Purchaser a statement which shall be in the form attached hereto as Schedule 2.4(a) (the “Estimated Closing Statement”), setting forth an estimated calculation in reasonable detail of the GAAP Tangible Equity as of the Closing Date (the “Estimated GAAP Tangible Equity”), together with a certification of a senior officer of Seller that the Estimated Closing Statement was estimated in good faith and based upon GAAP and the Books and Records.
Closing and Post-Closing Adjustments. At the Closing, adjustments to the Purchase Price will be made as follows:
Closing and Post-Closing Adjustments. (a) The Company shall initially prepare and, not later than 5 Business Days prior to the Closing Date, deliver a draft statement of Closing adjustments (herein the "Closing Statement") as contemplated in Sections 2.1(a) and (b), to the Purchaser for review. The Representative and the Purchaser shall cooperate in settling and agreeing to the amounts to be set forth on the Closing Statement to be used pursuant to the provisions of this Section 2.3. The Closing Statement shall be utilized for the purpose of settling for Closing the adjustments to be made pursuant to Sectiona2.2 (herein the "Adjustments") and shall also set forth the adjustments, if any, to be made pursuant to Section 2.9.
Closing and Post-Closing Adjustments. (a) No later than two (2) days before the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a Preliminary Closing Balance Sheet and its calculation of the Preliminary Working Capital. The value of the inventory to be included in Preliminary Working Capital shall be determined as follows. Promptly after the date hereof, Purchaser and Seller shall work together in good faith to determine the value of the inventory based upon saleability, returnability and reserves taken in accordance with past practices. In the event that Purchaser and Seller cannot agree upon the value of the inventory, the disputed amount shall not be included in the inventory reflected on the Preliminary Closing Balance Sheet, and Seller shall reserve all rights to dispute such valuation pursuant to Section 1.3(d).
