Closing Date Schedule Clause Samples

Closing Date Schedule. As soon as practicable after the Closing Date, but no later than the seventy-fifth (75th) day following the Closing Date, which date may be extended by the Buyer by notice to the Seller for one additional period of twenty (20) days if required by the Buyer in good faith, the Buyer shall prepare and deliver to the Seller: (i) a schedule (the “Closing Schedule”) setting forth a calculation of the Net Working Capital of the Company Entities as of the Determination Time (the “Closing Date Net Working Capital”); (ii) the Cash on Hand of the Company Entities as of the Determination Time (the “Closing Date Cash on Hand”); (iii) the calculation of the Indebtedness of the Company Entities as of the Determination Time (the “Closing Date Indebtedness”); and (iv) the amount, if any, by which the Closing Date Net Working Capital, the Closing Date Cash on Hand and/or the Closing Date Indebtedness is less than or greater than the Estimated Net Working Capital, Estimated Cash on Hand and/or Estimated Indebtedness, as the case may be. Upon reasonable notice and at reasonable times, the Buyer shall make reasonably available to the Seller and its financial and accounting representatives all records and work papers used in preparing the Closing Schedule; provided, that such access shall be in a manner that does not unreasonably interfere with the normal business operations of the Buyer, the Company Entities or the Business.
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Closing Date Schedule. The Company shall have received from the --------------------- Purchaser at least 2 days prior to the Closing Date the Closing Date Schedule certified as to correctness by the Purchaser.
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Closing Date Schedule. As promptly as practicable, but in any event within ten (10) calendar days following the Closing Date, the Buyer and the Seller shall prepare, jointly and in cooperation with their accountants, a schedule of Inventory (as defined in Schedule 1.1(a)) of the Business as of the Closing Date (the "Closing Inventory Schedule"). The parties shall jointly conduct a physical inventory as of the Closing Date for the purpose of preparing the Closing Inventory Schedule. The parties shall be permitted to make whatever tests the parties
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Closing Date Schedule. As promptly as practicable, but in no event later than sixty (60) days following the Closing Date, Acquiror shall prepare or cause to be prepared, and deliver to Securityholders’ Agent, a statement (the “Closing Date Schedule”) setting forth in reasonable detail Acquiror’s calculation of, in each case as of the Closing, (A) the Closing Cash Items; (B) the Closing Indebtedness; (C) the Target Transaction Expenses; and (D) the Net Working Capital. The Closing Date Schedule shall set forth the basis for the dispute of any such calculation contained in the Payment Schedule in reasonable detail. Acquiror shall be deemed to have agreed with Target’s calculation of the items and amounts set forth in the Payment Schedule to the extent it has not disputed such item or amount in the Closing Date Schedule, and neither party may thereafter dispute any item not set forth in the Closing Date Schedule.
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Closing Date Schedule. As soon as practicable after the Closing Date, but no later than the ninetieth (90th) day following the Closing Date, the Sellers shall prepare and cause the Company’s outside accountant, KPMG LLP (the “Outside Accountant”), to review, and deliver to the Buyer: (A) a combined balance sheet of the Company, its Subsidiaries and the LogCo Components, as of 11:59 PM Pacific Time on the day prior to the Closing Date (the “Closing Date Balance Sheet”), prepared in accordance with GAAP and applied on a basis consistent with that employed in the preparation of the Latest Balance Sheet, and (B) a schedule (the “Closing Schedule”) setting forth a calculation of (i) the Net Working Capital of the Company and its Subsidiaries as of 11:59 PM Pacific Time on the day prior to the Closing Date (the “Closing Date Net Working Capital”), (ii) the Cash on Hand of the Company and its Subsidiaries as of 11:59 PM Pacific Time on the day prior to the Closing Date (the “Closing Date Cash on Hand”), (iii) the Company Indebtedness as of 11:59 PM Pacific Time on the day prior to the Closing Date (the “Closing Date Company Indebtedness”), (iv) the unpaid Sellers Transaction Expenses as of 11:59 PM Pacific Time on the day prior to the Closing Date (the “Closing Date Sellers Transaction Expenses”), (v) the capital expenditures of the Company and its Subsidiaries for the Capital Expenditures Adjustment Period (the “Closing Date Capital Expenditures Amount”), and (vi) the amount, if any, by which the Closing Date Net Working Capital, Closing Date Cash on Hand, Closing Date Company Indebtedness, Closing Date Sellers Transaction Expenses, Closing Date Capital Expenditures Amount is less than or greater than the Estimated Net Working Capital, Estimated Cash on Hand, Estimated Company Indebtedness, Estimated Sellers Transaction Expenses or Estimated Capital Expenditures Amount as the case may be. The Sellers shall cause the Outside Accountant to make available to the Buyer and its auditors all records and work papers used in preparing the Closing Date Balance Sheet and the Closing Schedule. Fifty percent (50%) of all of the expenses of the Outside Accountant shall be borne by the Buyer, and fifty percent (50%) of all of the expenses of the Outside Accountant shall be borne by the Sellers.
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Related to Closing Date Schedule

  • Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.

  • Closing Date Delivery 2 2.1 Closing Date....................................................................................... 2 2.2 Delivery........................................................................................... 2

  • Closing Deliverables (a) At or prior to the Closing, the Seller Representative shall deliver to Holdings the following: (i) all stock certificates held by the Sellers representing the Shares, to the extent such Shares are certificated at the time of Closing; (ii) a certificate, dated the Closing Date and signed by a duly authorized officer of the Target Company, that each of the conditions set forth in Section 8.2(a) and Section 8.2(b) have been satisfied; (iii) a certificate of the Secretary (or equivalent officer) of the Target Company certifying that (a) attached thereto are true and complete copies of all resolutions adopted by the Target Company Board authorizing the execution, delivery and performance of this Agreement and the Ancillary Documents and the consummation of the transactions contemplated hereby and thereby, and (b) such resolutions are in full force and effect and are all the resolutions adopted in connection with the transactions contemplated hereby and thereby; (iv) a certificate of the Secretary (or equivalent officer) of the Target Company certifying the names and signatures of the officers of the Target Company authorized to sign this Agreement, the Ancillary Documents and the other documents to be delivered hereunder and thereunder; (v) a good standing certificate (or its equivalent) from the secretary of state or similar Governmental Authority of the jurisdiction under the Laws in which the Target Company is organized; (vi) the Consideration Spreadsheet contemplated in Section 2.6; (vii) the FIRPTA Statement; and (viii) such other documents or instruments as Holdings reasonably requests and are reasonably necessary to consummate the transactions contemplated by this Agreement. (b) At the Closing, Holdings shall deliver to Seller Representative (or such other Person as may be specified herein) the following: (i) each of the Promissory Notes made payable to each Seller and in the principal amounts set forth in the Consideration Spreadsheet, duly executed by Holdings; (ii) stock certificates representing the portion of Holdings Equity allocated to each Seller in accordance with such Seller’s Pro Rata Share, as shown in the Consideration Spreadsheet;

  • Effective Date Deliveries On the Effective Date, the Company shall have delivered to the Representative executed copies of the Escrow Agreement, the Trust Agreement, the Warrant Agreement, the Services Agreement and all of the Insider Letters.

  • Post-Closing Deliverables (a) Within ten (10) days of the Closing Date, Seller and/or Seller’s Affiliates shall give any notices required to be given under the Material Contracts in connection with the consummation of the Transaction and shall further provide to Purchaser at Closing with true and complete copies of such notices. From and following the date of this Agreement, Seller and the Company shall use commercially reasonable efforts to (i) obtain any consents or authorizations required under the terms of the Material Contracts in connection with the consummation of the Transaction and (ii) prepare the documents to be executed pursuant to Section 2.2(e) as required under the terms of the Material Contracts in connection with the consummation of the Transaction. If, as of Closing (i) any notice has not been given or any authorization or consent has not been obtained under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) or (ii) any conveyance or assignment documents required to vest title to all Owned Real Property and easements in the Company have not been executed prior to Closing, in each case other quitclaim deeds with respect to Owned Office Properties as specifically required to be delivered at Closing in accordance with Section 2.2(e), notwithstanding anything in this Agreement to the contrary, such failure shall not give rise to any right to indemnification under Article IX. (b) Seller shall (i) for twelve (12) months following the Closing Date, use commercially reasonable efforts to, as and when requested by Purchaser, give any notice that has not been given or obtain any authorization or consent that has not been obtained prior to the Closing that is required under the terms of the Contracts included in the Assets (including as may be required under the terms of the Assumed Contracts in connection with the consummation of the Transaction) and (ii) as soon as practicable following Closing (but no more than 90 days following Closing), deliver to Purchaser an accurate list and description of all Owned Real Property and execute and deliver to Purchaser all real estate conveyance documents required to vest title to all Owned Real Property and easements in the Company (to the extent not previously delivered at Closing). Following Closing, until such required notices are given or such required consents are obtained or such documents are executed, Seller agrees to enter into a commercially reasonable alternative arrangement to provide (and cause its Affiliates to provide, as applicable), the Company and Purchaser’s Affiliates with the benefits (e.g., in respect of any applicable Sign Location Lease, the right to operate the Structures on the property covered thereby) to which such notice or consent relates, including by enforcing at the written request of Purchaser (and at Purchaser’s sole cost and expense) any of the rights under such Contract (including the right of termination); and to the extent the Company (or Purchaser’s Affiliate) receives such benefits (or Seller enforces any rights under such Contract at Purchaser’s written request), Purchaser shall be responsible for the performance of the Seller’s obligations thereunder, at Purchaser’s sole cost and expense, acting in good faith and in the ordinary course of business. If within the twelve (12) month period following the Closing Date (aa) either Party (or their Affiliates) receives written notice from a landowner or counterparty (or counsel for the landowner or counterparty) purporting to terminate a particular Sign Location Lease which is a Material Contract or a Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (bb) any such landlord or counterparty files suit (or initiates arbitration, if applicable) against either Party (or their respective Affiliates) seeking termination of the applicable Sign Location Lease or Bus Transit Contract, as a result of the failure to obtain a consent required by the terms of such lease or Bus Transit Contract, or (cc) any such landowner or counterparty requires payment of a material sum or some other material concession from the Company in exchange for any such required consent (and in the case of a demand for a material sum of money, where Seller elects to not pay such amount upon request of the Company), then in each such instance, the Company or Purchaser may within ten days following the expiration of such twelve month period (or such later period as provided below) by written notice to Seller either (i) elect to relinquish all of its right, title and interest in and to such Sign Location Lease or Bus Transit Contract, as applicable (and any Assets solely related thereto), to Seller, in which case the Purchaser shall be entitled to a payment from Seller in an amount equal to that portion of the Purchase Price allocable to such item or asset, which shall be based on a multiple equal to the product of 7.1 times net revenues less site lease expense for calendar year 2014; or (ii) elect to retain such rights over the item or asset, in which case there would be no such payment to the Company or Purchaser, as applicable; provided, however, that (x) Purchaser shall upon request by Seller, assist and cooperate with Seller in effecting the commercially reasonable alternative arrangement referred to above and in obtaining the applicable required consent, and (y) before Purchaser shall have the right to exercise its rights under subpart (i) above, Seller shall have the right (at Seller’s sole cost) to defend any such action by a landlord or counterparty and/or to negotiate a settlement and/or cure any alleged breach of the applicable lease or Bus Transit Contract and so long as Seller is diligently doing so, Seller shall have until the expiration of the following periods to cure or settle such matter (i) if Purchaser is still permitted to operate at such location during the pendency of such matter, until such matter is finally adjudicated or (ii) if Purchaser is not permitted to operate at such location during the pendency of such matter and Seller elects not to replace the lost net cash flow at such location during the pendency of such matter, a two (2) month period from the date Purchaser is first not able to operate at such location (provided, further, that, in the case of both (i) and (ii) above, if Purchaser in good faith determines that the Company or Purchaser’s applicable Affiliate could reasonably be expected to be subject to liability to such landlord or counterparty by continuing to operate such asset, Purchaser may require that Seller confirm in writing to Purchaser Seller’s duty to defend and indemnify Purchaser with respect thereto, including but not limited to damages for trespass, where applicable). Purchaser acknowledges that failure to timely notify Seller of such an election in accordance with the foregoing shall be deemed an acceptance by Purchaser of such Sign Location Lease or Bus Transit Contract, as applicable and related Assets and a relinquishment of any right to payment from Seller. For the avoidance of doubt, any amounts that may become due to Purchaser (or the Company) under this paragraph shall not be subject to the limitations set forth in Section 9.2(c). (c) As soon as practicable following the Closing (but no later than 90 days following Closing), Seller shall deliver to Purchaser Outdoor Advertising Permit transfer documents as are required to validly and fully transfer and assign all such Permits to the Company (or Purchaser’s designated Affiliate).