Closing Calculation. (i) Buyer shall be entitled to full access to the relevant records and working papers prepared by or for Seller, and to Seller's employees involved in such preparation, to aid in its review of the calculation of the Closing NAV set forth on the Closing Statement. If Buyer believes that the Closing NAV calculation (hereinafter the "Closing Calculation") has not been properly calculated in accordance with the calculation methodologies set forth in this Section 1.4, it shall, within thirty (30) days after receipt of the Closing Calculation, give written notice (the "Buyer's Objection") to Seller, setting forth the basis of the Buyer's Objection in reasonable detail and, to the extent practicable, the adjustments to the Closing Calculation which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval of the Closing Calculation. There shall be no adjustment to the Closing Calculation unless the cumulative amount of Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of thirty (30) days following the date on which Buyer gives Seller notice of any such proposed change, any such proposed change still remains disputed, then:
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. No less than ten (10) Business Days prior to the applicable anticipated Undepreciated Assets Closing Date, Seller will cause to be prepared and delivered to Buyer: (i) an updated version of Schedule 1.01 (Permitted Liens) and Schedule 2.02, prepared and delivered in accordance with Section 2.13, reflecting all Undepreciated Assets that are to be Transferred to Buyer on the Undepreciated Assets Closing Date (as it pertains to the Undepreciated Assets Closing, the “Final Updated Undepreciated Assets Schedule”), which Final Updated Undepreciated Assets Schedule shall replace any prior Updated Schedule and, upon delivery and acceptance by Buyer pursuant to, and subject to the provisions of, Section 2.13, shall become a part of this Agreement and (ii) a statement, prepared in the same format as the Illustrative Estimated Signing Statement (the “Estimated Undepreciated Assets Closing Statement”), as of the expected Undepreciated Assets Closing Date, with respect to the Undepreciated Assets to be purchased at such Undepreciated Assets Closing, of (A) the undepreciated capital cost of each such Undepreciated Asset or category of Undepreciated Assets, derived from the financial books and records of Seller as of the end of the most recently completed calendar month thereof, and prepared in good faith in accordance with the Regulatory Methodologies, (B) the Undepreciated Assets Closing Assumed Liability Amount, including the components thereof for each item of Indebtedness and each Assumed Undepreciated Assets Liability, and (C) the Undepreciated Assets Purchase Price for the applicable Undepreciated Assets, as of the expected Undepreciated Assets Closing Date, calculated in accordance with this Section 2.09(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.
Closing Calculation. Not later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer an estimated unaudited balance sheet of the Business as of the Closing prepared on a basis consistent with the Interim Financial Statements (the “Estimated Closing Date Balance Sheet”), together with a calculation (the “Closing Calculation”) setting forth the Estimated Closing Date Cash and the Estimated Closing Date Net Working Capital and the amount of outstanding Selling Expenses and Indebtedness, together with invoices and payoff letters, as applicable, to be paid by Buyer pursuant to Section 2.3 and 2.4 above.
Closing Calculation. Within thirty (30) days after the Closing, Buyer shall utilize a sampling process to verify the approximate amount of the Closing Inventory of the Business, and shall provide SeraCare with evidence of such calculation (as later verified or adjusted, the “Closing Calculation”). In the event that the Closing Calculation shows that the gross book value of the Closing Inventory is less than 90% of the gross book value of the September Inventory, SeraCare shall pay Buyer, on a dollar-for-dollar basis, for the amount of any such discrepancy. Any payments pursuant to this Section 2.3(d) shall be considered adjustments to the Purchase Price for all purposes. Payment of any adjustment to the Purchase Price pursuant to this Section 2.3(d) shall be made by wire transfer to an account designated by Buyer, in United States Dollars, in immediately available federal funds within three (3) business days after the Closing Calculation has been determined.
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) 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. 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. To aid its review of Parent’s Closing Statement, the Stockholders’ Representative shall be entitled to reasonable access to the records and working papers prepared by Parent specifically for the calculation of the Working Capital. If the Stockholders’ Representative believes that the Working Capital set forth on Parent’s Closing Statement has not been properly calculated in accordance with this Section 3.9, it shall, within ten (10) days after delivery of Parent’s Closing Statement, give written notice (the “Objection”) to Parent, setting forth the detailed basis of each objection and the specific adjustments to Parent’s Closing Statement which the Stockholders’ Representative believes should be made. Failure to provide Parent with the Objection in accordance with this Section 3.9 within such ten (10) day period shall constitute acceptance and approval by the Stockholders’ Representative of Parent’s Closing Statement. For a period of ten (10) days after the Objection (the “Negotiation Period”), Parent and the Stockholders’ Representative shall negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remain unresolved, then:
