Closing Calculation. (1) Seller shall engage at its own expense PricewaterhouseCoopers LLP to perform the following agreed upon procedures with respect to the computation of the Closing NAV as soon as practicable after the Closing Date: (i) review supporting documentation for the adjustments made to the amounts contained in the Books and Records of the Business as of the Closing Date for purposes of computing the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review Seller's Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith that the Closing NAV set forth on Seller's Closing Statement has not been properly calculated in accordance with this Section 2.3, it shall, within thirty (30) days after receipt of Seller's Closing Statement, give written notice ("BUYER'S OBJECTION") to Seller, setting forth the basis of each Buyer's objection in reasonable detail and, to the extent practicable, the adjustments to Seller's Closing Statement which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Closing Statement. If any proposed change set forth in Buyer's Objection is not accepted by Seller, then Seller shall within fifteen (15) days after receipt of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remai...
Closing Calculation. No later than [**] after the Closing Date, the Purchaser shall prepare and deliver to the Vendors’ Delegate (a) the Closing Date Balance Sheet prepared in accordance with the accounting principles provided for in Schedule 2.3, which has been delivered by the Parties concurrently with the execution of this Agreement, (b) the calculation of, Closing Date Cash, Closing Indebtedness, Closing Transaction Expenses and the Closing Working Capital based on such Closing Date Balance Sheet; and (c) the calculation of the Purchase Price (excluding the Contingent Consideration) (collectively, the “Closing Calculation”). Schedule 2.6.1, which has been delivered by the Parties concurrently with the execution of this Agreement, contains a sample calculation of the Closing Calculation. The Vendors’ Delegate shall be permitted reasonable access to the relevant books and records of the Purchaser and any personnel or representative responsible for preparing the Closing Calculation in respect of the Closing Date Balance Sheet during normal business hours.
Closing Calculation. (i) Bordxx xxxll be entitled to full access to the relevant records and working papers prepared by or for MergerCo and MergerCo's Accountants to aid in its review of the calculation of the Closing Balance Sheet, provided, however, that any such review will be conducted in a manner which does not interfere with the ongoing conduct of the Business. If Bordxx xxxieves that the Closing Working Capital calculation (hereinafter the "Closing Calculation") has not been properly calculated in accordance with the calculation methodologies set forth in this Section 5.2, it shall, within 30 days after receipt of the Closing Calculation, give written notice (the "Bordxx Xxxection") to
Closing Calculation. (i) The Sellers shall fully cooperate with the Buyers and its agents in the calculation of the Closing Statement and the Net Tangible Asset Value and shall provide all such information reasonably requested by or on behalf of the Buyers or their independent public accountants to prepare the Closing Statement. The Sellers shall be entitled to full access to the relevant records and working papers prepared by or for the Buyers or their independent public accountants to aid in their review of the calculation of the Net Tangible Asset Value set forth on the Closing Statement. If any of the Sellers take exception to the calculation of the Net Tangible Asset Value as reflected on the Closing Statement, such Seller shall, within forty-five (45) calendar days after receipt of the Closing Statement, give written notice (the “Sellers’ Objection”) to the Buyers, setting forth the specific basis of the Sellers’ Objection in reasonable detail and, to the extent practicable, the adjustments to the Closing Statement which any such Seller believes should be made. Failure to so notify the Buyers shall constitute acceptance and approval of the Closing Statement by the Sellers and any items not timely disputed by the Sellers shall be deemed to be accepted by the Sellers. If the Buyers agree that any change proposed by any Sellers is appropriate, such change shall be made to the Closing Statement and shall be incorporated into the Adjusted Closing Statement (as defined below).
Closing Calculation. (i) Within two Trading Days of the proposed Closing Date, Buyer will prepare and deliver to the Selling Shareholders a written statement, signed by the Chief Financial Officer of Buyer, setting forth the number of Consideration Shares to be issued to the Selling Shareholders pursuant to Section 1.2, including all supporting documentation for Buyer’s calculations therein (the “Preliminary Closing Calculation”). At the Closing, Buyer will issue to the Selling Shareholders that number of duly authorized, validly issued, fully paid and non-assessable Consideration Shares set forth in the Preliminary Closing Calculation (such number of Consideration Shares to be allocated among GWT and ExcelStor Group in accordance with Section 1.2(a) and (b)).
Closing Calculation. (i) Xxxxxx shall be entitled to full access to the relevant records and working papers prepared by or for MergerCo and MergerCo's Accountants to aid in its review of the calculation of the Closing Balance Sheet, provided, however, that any such review will be conducted in a manner which does not interfere with the ongoing conduct of
Closing Calculation. No later than three (3) Business Days prior to the Closing Date, the Sellers’ Representative shall prepare and deliver to Buyers (a) a consolidated balance sheet of the Company Group setting forth the Sellers’ reasonable and good faith estimate, as of the Closing Date, of the Estimated Closing Date Net Working Capital (the “Estimated Closing Date Balance Sheet”), and (b) a reasonably detailed statement (the “Closing Calculation Statement”), based on the Estimated Closing Date Balance Sheet setting forth the Sellers’ Representative’s good faith estimates of the Estimated Closing Date Cash on Hand, the Estimated Closing Date Net Working Capital, the Estimated Company Closing Indebtedness, Estimated Company Closing Assumed Indebtedness, the Estimated Selling Expenses, Estimated Customer Deposits Amount and the calculation of the Closing Cash Amount. The Estimated Closing Date Balance Sheet and the Closing Calculation Statement shall be accompanied by reasonable supporting details, an itemized breakdown of each component of the Closing Calculation Statement and work papers, and shall be prepared in accordance with the applicable definition(s) and the Accounting Principles.
Closing Calculation. No later than two (2) Business Days prior to the Closing Date, Seller will deliver to Purchaser an estimated statement (the “Estimated Closing Statement”) setting forth in reasonable detail the Seller’s good faith calculation of (i) the balance sheet of the Company, on a consolidated basis, as of the close of business on the day immediately preceding the Closing Date prepared in accordance with GAAP on a basis consistent with the Most Recent Balance Sheet (the “Estimated Closing Date Calculation”), (ii) the Estimated Closing Date Cash on Hand, (iii) the Estimated Closing Date Net Working Capital, (iv) the Estimated Closing Date Closing Indebtedness and (v) the Estimated Closing Date Company Transaction Expenses.
Closing Calculation. No less than ten (10) Business Days prior to the anticipated Land Rights Closing Date, Seller will cause to be prepared and delivered to Buyer: (i) an updated version of Schedule 1.01 (Permitted Liens), and Schedule 2.01, prepared and delivered in accordance with Section 2.13, reflecting all RTS Project Land Rights that are to be Transferred to Buyer on the Land Rights Closing Date (the “Final Updated Land Rights Schedule”), which Final Updated Land Rights Schedule shall replace any prior Updated Schedule and, upon delivery and acceptance by Buyer pursuant to, and subject to the provisions of, Section 2.12(d), shall become a part of this Agreement and (ii) a statement, prepared in the same format as the Illustrative Estimated Signing Statement (the “Estimated Land Rights Closing Statement”), as of the expected Land Rights Closing Date of, as applicable, the (A) the Land Rights Closing Assumed Liability Amount, including the components thereof for each item of Indebtedness and each Assumed RTS Project Land Rights Liability, (B) the Fair Market Value of each RTS Project Land Right or category of RTS Project Land Rights as determined in accordance with the Regulatory Methodologies and Section 2.14, and (C) the Land Rights Purchase Price for the RTS Project Land Rights, as of the expected Land Rights Closing Date, calculated in accordance with this Section 2.08(c).
Closing Calculation. Not later than five (5) Business Days prior to the Closing Date, the Companies shall deliver to Buyer a calculation (the “Closing Calculation”) setting forth the Estimated Closing Date Cash on Hand, the Estimated Closing Date Net Working Capital (calculated in accordance with the definition of Net Working Capital), the Estimated Closing Date Indebtedness, the Estimated Closing Date COVID-19 Relief Indebtedness and the Estimated Selling Expenses and the Closing Cash Amount resulting therefrom, together with wire instructions from each payee of such Estimated Selling Expense and, to the extent requested by Buyer, accompanied by reasonable supporting details (including written invoices) and work papers. The Closing Calculation and each component thereof shall be prepared in accordance with this Agreement, the Accounting Principles and, with respect to other receivables, net, the Example Calculation. Buyer may deliver comments on the Closing Calculation to the Sellers on or before the date that is three (3) Business Days prior to the Closing Date, and the Sellers will consider in good faith any such comments delivered by Buyer, and if any adjustments are made, the Closing Calculation shall be revised accordingly; provided, that if disagreements are not resolved prior to the Closing Date, the applicable amounts set forth in the Closing Calculation delivered by the Sellers (as it may be adjusted to the extent mutually agreed) shall apply.
