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.
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.
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
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.
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.
