Closing Date Statement Sample Clauses

Closing Date Statement. Not more than 60 days following the Closing Date, Seller shall deliver to Purchaser an unaudited statement as of the Closing Date (the "Closing Date Statement") that has been prepared in accordance with the provisions of Section 2.06(a) and on a basis consistent with the methodologies and assumptions used in preparing the Initial Purchase Price Statement, which shall set forth the net book value of tangible Purchased Assets and Prepaid Expenses as of the Closing Date (the "Closing Purchase Price"). Upon receipt of the Closing Date Statement, Purchaser, and, if so desired by Purchaser and at Purchaser's expense, Purchaser's independent accountant, shall be permitted during the succeeding 30-day period to examine, and Seller shall make available, the Books and Records of Seller associated with the Business and any work papers and reconciliations prepared by Seller in the preparation of the Closing Date Statement. As promptly as practicable and in no event later than the last day of such 30-day period, Purchaser shall either inform Seller in writing that the Closing Date Statement is acceptable, or object to the Closing Date Statement by delivering to Seller a written statement setting forth a specific description of Purchaser's objections to the Closing Date Statement (the "Statement of Objections"). If Purchaser shall fail to deliver a Statement of Objections within such 30-day period, the Closing Date Statement shall be deemed to have been accepted by Purchaser. In the event that Purchaser shall object to the Closing Date Statement as provided above, Seller and Purchaser shall attempt in good faith to resolve any such objections within 15 days of Seller's receipt of Purchaser's Statement of Objections. If Seller and Purchaser shall be unable to resolve the matter within such 15-day period, they shall, within 15 days thereafter, engage Arthxx Xxxexxxx xx resolve any unresolved objections of Purchaser and to make any adjustments to the unresolved items on the Closing Date Statement. In making its determination with respect to whether any such adjustments are appropriate, such accountant shall evaluate those items or amounts in the Closing Date Statement as to which Purchaser has objected and shall determine whether such items have been prepared in accordance with the provisions of Section 2.06(a). The fees of such firm shall be borne by Seller if Purchaser's calculation of disputed amounts as set forth in the Statement of Objections is closer to such account...

Closing Date Statement. Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to Seller a statement (the “Closing Date Statement”), together with reasonably detailed supporting documentation, setting forth in reasonable detail Buyer’s good faith calculation of: (i) Closing Net Working Capital and the resulting Working Capital Increase or Working Capital Decrease, as the case may be, (ii) the amount of each of (A) Closing Company Cash, (B) Closing Company Indebtedness and (C) Closing Company Transaction Expenses, and (iii) using the amounts in the foregoing clauses (i) and (ii), the resulting calculation of the Purchase Price under Section 2.3(a). The Closing Date Statement will entirely disregard (A) any and all effects on the assets or liabilities of the Company and its Subsidiaries as a result of the transactions contemplated by this Agreement or any of the financing or refinancing arrangements entered into at any time by Buyer or any other transaction entered into by Buyer in connection with the consummation of the transactions contemplated by this Agreement and (B) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or any of its Subsidiaries or their respective businesses or assets, or any facts or circumstances that are unique or particular to Buyer or any of its Affiliates or any of their respective assets or liabilities. The Closing Date Statement and the calculations set forth therein shall be prepared in accordance with (x) the definitions of the terms Closing Net Working Capital, Working Capital Increase, Working Capital Decrease, Closing Company Cash, Closing Company Indebtedness, Closing Company Transaction Expenses, and Purchase Price (and the definitions of the defined terms contained therein) and (y) the Example Calculation and the Accounting Principles. The Closing Date Statement will be based solely on facts and circumstances as they exist as of the Effective Time or the Closing, as applicable, and will exclude the effect of any fact, event, change, circumstance, act, development or decision occurring after the Effective Time or the Closing, as applicable. If, for any reason, Buyer fails to deliver the Closing Date Statement within the time period required by this Section 2.4(b), the Estimated Closing Date Statement shall, at Seller’s election, constitute either (x) the Closing Date Statemen...

Closing Date Statement. No later than two (2) Business Days before the Closing Date, the Company shall deliver to GTY a statement (the “Closing Date Statement”) setting forth or attaching, as applicable: (a) the Company’s good faith estimate of Closing Date Cash (the “Estimated Closing Cash Amount”) and Closing Date Indebtedness (the “Estimated Closing Indebtedness Amount”); and (b) the resulting calculation of the Cash Consideration.

Closing Date Statement. Within forty-five (45) days after the ---------------------- Closing Date, Seller shall deliver to Buyer a statement (the "Closing Date ------------ Statement") of the Off-Site Finished Product Inventory and Trade Receivables (as --------- defined below) of the Business as of the close of business on the business day prior to the Closing Date (the "Closing Date Selected Current Assets"). As used ------------------------------------ herein, "Off-Site Finished Product ------------------------- Inventory and Trade Receivables" shall mean the book value of (i) the Off-Site ------------------------------- Finished Product Inventory plus (ii) trade accounts receivable of the Business, excluding any of the foregoing to the extent related to or arising from the Excluded Assets or the Retained Businesses. The Closing Date Selected Current Assets shall be calculated in accordance with generally accepted accounting principles and, to the extent not inconsistent therewith, on a basis consistent with the principles, practices, methods and policies that have historically been applied by Seller when preparing its consolidated financial statements. The book value of the Off-Site Finished Product Inventory included on the Closing Date Statement shall, if the parties mutually agree, reflect a physical count of such inventory conducted on the business day prior to the Closing Date and shall exclude any Off-Site Finished Product Inventory which is obsolete or otherwise not usable or salable in the ordinary course of business. The physical count of the Off-Site Finished Product Inventory may be conducted by Seller and its representatives. In the alternative, the parties may agree to use the value of various working capital items as reflected in the books and records of the Seller. Buyer and its representatives shall have the right to observe the physical count, if any, of the Off-Site Finished Product Inventory. After the Closing Date, Buyer shall cause its employees to assist Seller and its representatives in the preparation of the Closing Date Statement and shall provide to Seller and its representatives access at all reasonable times to the personnel, properties, books and records of the Business for such purpose.

Closing Date Statement. Within sixty (60) days after the Closing Date, Sellers shall prepare and deliver to Buyer a written statement reasonably detailing the Regulatory Obligation Amount, the Non-Regulated Construction Work in Process Amount and any Capital Expenditure Deficiency, together with supporting documentation (the "Closing Date Statement"). Absent manifest error, the Closing Date Statement shall be deemed correct. Within thirty (30) days after receipt of the Closing Date Statement, Buyer shall, in a written notice to Sellers, describe in reasonable detail any proposed adjustments to the Closing Date Statement and the reasons therefor. If Sellers shall not have received a notice of proposed adjustments aggregating Fifty Thousand Dollars ($50,000) or more within such thirty (30) day period, Buyer will be deemed to have accepted irrevocably such Closing Date Statement.

Closing Date Statement. Within the one hundred twenty (120) day period after the Closing Date, Purchaser shall deliver, or cause to be delivered, to the Sellers’ Representative a statement (the “Closing Date Statement”) setting forth Purchaser’s objections, if any, to the calculations set forth in the Estimated Closing Date Statement, together with reasonably detailed supporting documentation to substantiate any such objections, including the calculations of (i) the amount of each of (A) Indebtedness remaining unpaid as of immediately prior to the Closing, (B) Change of Control Payments remaining unpaid as of immediately prior to the Closing, (C) Company Transaction Expenses, and (D) accrued Pre-Closing Taxes remaining unpaid as of immediately prior to the Closing, and (ii) the resulting calculation of the Purchase Price under Section 2.6(a). The Closing Date Statement and the calculations thereunder shall be prepared and calculated by Purchaser in good faith. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall have the right to revise the Closing Date Statement and Purchaser’s objections, if any, to the calculations set forth in the Estimated Closing Date Statement in all respects based on fraud, willful misconduct or intentional misrepresentation discovered by Purchaser at any time prior to the determination of the Final Purchase Price in accordance with this Section 2.8.

Closing Date Statement. The Vendor shall produce and deliver to the Purchaser the Closing Date Statement no later than forty-five (45) days after the Closing Date. The Purchaser shall cooperate reasonably with the Vendor in the preparation of the Closing Date Statement. The Purchaser shall be entitled to be represented at the taking of the physical count of the Inventory for the purposes of the preparation of the Closing Date Statement. The Purchaser may dispute any matter in the Closing Date Statement by sending a written notice ("Notice of Dispute") to the Vendor (which Notice of Dispute must state with reasonable detail the nature of the dispute) within fifteen (15) days of the delivery of such statement to the Purchaser. Senior representatives of the Vendor and the Purchaser shall promptly meet within ten (10) days of the date of the Notice of Dispute to use their best efforts to amicably resolve any matters identified in the Notice of Dispute. If any such dispute shall not have been resolved by such individuals within fifteen (15) days following the date on which the Notice of Dispute is given, then such unresolved matter shall be referred to the Third Party Auditors. The Parties shall use their reasonable efforts to ensure that the determination of the Third Party Auditors shall be made within thirty (30) days after the matter has been referred to them. The Third Party Auditors shall allow each Party to present their respective position regarding the Closing Date Statement and the determination of the Closing Date Working Capital, and each Party shall have the right to present additional documents, materials and other information, and make an oral presentation to the Third Party Auditors regarding the dispute. The Third Party Auditors shall consider such additional documents, materials or other information and such oral presentations. Any such other documents, materials or other information shall be provided to the other Parties and each Party shall be entitled to attend any such oral presentation, and to reply thereto. If no Notice of Dispute is given within the fifteen (15) day delay prescribed above, then upon the expiry of such delay the Closing Date Statement shall be final and binding on the Parties. If a Notice of Dispute is given in accordance with this Section 3.4, then the Closing Date Statement, as amended by agreement of the Parties or decision of the Third Party Auditors, shall be final and binding on the Parties as of and from the date of the agreement of the ...

Closing Date Statement. Within the 90 day period after the Closing Date (or such reasonable extension thereof as approved by the Stockholders’ Representative, such approval not to be unreasonably withheld, conditioned or delayed), Parent shall deliver, or cause to be delivered, to the Stockholders’ Representative a statement (the “Closing Date Statement”) setting forth Parent’s objections, if any, to the calculations set forth in the Estimated Closing Date Statement, together with reasonably detailed supporting documentation to substantiate any such objections, including the calculations of (i) Closing Net Working Capital; (ii) the amount of each of (A) Indebtedness remaining unpaid as of immediately before the Closing, (B) Change of Control Payments remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Change of Control Payments), (C) Company Transaction Expenses, (D) Accrued Compensation remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Accrued Compensation), (E) Deferred Compensation remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Deferred Compensation), (F) Pre-Closing Taxes (including without limitation any Pre-Closing Taxes arising as a result of the Taxable Spinout) remaining unpaid as of immediately before the Closing, and (G) (without duplication) employer-side taxes on all such unpaid Accrued Compensation and all such unpaid Deferred Compensation; and (iii) the resulting calculation of the Merger Consideration. The Closing Date Statement and the calculations thereunder shall be prepared and calculated by Parent in good faith.

Closing Date Statement. Not later than 90 days after the Closing Date, the Buyer will cause to be prepared and delivered to the Securityholder Representative a certificate executed by the Buyer along with all working papers and necessary background documents, which will be prepared in accordance with the Accounting Principles (the “Closing Date Statement”), setting forth final calculations of the Cash, Indebtedness, Sellers’ Expenses, Current Assets, Current Liabilities, Actual Closing Date Working Capital and Actual Closing Date Net Indebtedness as of the close of business on the Closing Date. The Securityholder Representative may notify the Buyer that it accepts or disputes the Closing Date Statement at any time within 15 days after receiving it, but will be deemed to accept it on the 16th day after receipt unless the Securityholder Representative delivers a written notice (the “Dispute Notice”) to the Buyer of a dispute (an “Closing Date Statement Dispute”) prior to that 16th day. On the date of the Securityholder Representative’s deemed acceptance, or any earlier date upon which the Buyer receives notice of the Securityholder Representative’s acceptance, the Closing Date Statement will be presumed to be true and correct in all respects and will be final and binding on the Buyer and the Equityholders.

Closing Date Statement. The Contributors Representative has delivered to Buyer the statement (the “Closing Date Statement”), setting forth or attaching, as applicable: (a) the Company’s good faith estimate of Closing Date Working Capital (“Estimated Closing Date Working Capital”), and either (i) the amount, if any, by which such estimate exceeds Target Working Capital (any such amount, an “Estimated Working Capital Excess”) or (ii) the amount, if any, by which such estimate is less than Target Working Capital (any such amount, an “Estimated Working Capital Deficit”); (b) the Company’s good faith estimate of the aggregate amount of the Transaction Costs (the “Estimated Transaction Costs”) (together with the name of each payee thereof that is to receive a payment of Transaction Costs at the Closing and if applicable the related invoice); (c) the Company’s good faith estimate of Closing Date Cash (the “Estimated Closing Cash Amount”) and Closing Date Debt (the “Estimated Closing Debt Amount”); and (d) the resulting calculation of the Closing Consideration Amount.