Closing Date Statements. (a) Attached hereto as Exhibit 3.3(a) is a statement (the “Closing Date Indebtedness Statement”), signed by the Chief Executive Officer of the Company (on behalf and in the name of the Company), which sets forth, by lender, the Company’s good faith estimate of the Closing Date Indebtedness (“Estimated Closing Date Indebtedness”). Attached to the Closing Date Indebtedness Statement are copies of the Payoff Letters delivered in accordance with Section 8.2(l).
(b) Attached hereto as Exhibit 3.3(b) is a statement (the “Closing Date Transaction Expense Statement”), signed by the Chief Executive Officer of the Company (on behalf and in the name of the Company), which sets forth, by payee, the Company’s good faith estimate of the aggregate amount of the Transaction Expenses (“Estimated Transaction Expenses”). Attached to the Closing Date Transaction Expense Statement are statements by each of the Members, in which each Member represents and warrants that upon payment of the respective amounts specified in such Closing Date Transaction Expense Statement, each Person that is to be paid in accordance with such Closing Date Transaction Expense Statement shall have been paid in full for all Transaction Expenses.
(c) Attached hereto as Exhibit 3.3(c) is a statement (the “Closing Date Financial Statement”), signed by the Chief Executive Officer of the Company (on behalf and in the name of the Company), that sets forth the Company’s good faith estimate of (i) the Net Working Capital (the “Estimated Working Capital”), (ii) the Estimated Working Capital Surplus, if any, or the Estimated Working Capital Deficit, if any, and (iii) the Closing Date Cash (the “Estimated Closing Date Cash”).
Closing Date Statements. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer:
(a) a statement (the “Closing Date Payment Certificate”), signed by the Chief Financial Officer of the Company, which sets forth, in each case, as of immediately preceding the Closing, the (i) name of each Stockholder of record on the books and records of the Company, (ii) number of shares of Common Stock owned of record by each such Stockholder, (iii) number of shares of Series A Preferred Stock owned of record by each such Stockholder and their respective Series A Liquidation Amounts, (iv) number of shares of Series B Preferred Stock owned of record by each such Stockholder and their respective Series B Liquidation Amounts, (v) number of shares of Series C Preferred Stock owned of record by each such Stockholder and their respective Series C Liquidation Amounts, (vi) number of shares of Series D Preferred Stock owned of record by each such Stockholder and their respective Series D Liquidation Amounts, (vii) number of shares of Series E Preferred Stock owned of record by each such Stockholder and their respective Series E Liquidation Amounts, (viii) portion of the Closing Date Payment Amount to be paid to such Stockholder by the Paying Agent, (ix) name of each Option Holder, (x) Per Share Amount, (xi) Aggregate Option Exercise Price, (xii) amount of the Option Payment payable to each Option Holder pursuant to Section 2.5(a), (xiii) the SAR Closing Payment Amount, and the portion of the SAR Closing Payment Amount to be paid to each SAR Participant; and (xiv) number of Fully Diluted Shares; and
(b) a statement (the “Closing Date Certificate”), signed by the Chief Financial Officer of the Company, which sets forth the Company’s good faith estimate of (i) the Cash and Cash Equivalents, (ii) the Net Working Capital and the Net Working Capital Adjustment based thereon and (iii) the Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”) (iv) the aggregate Indebtedness of the Company and the Company Subsidiaries (on a lender-by-lender basis, where applicable), (v) the Audit Support Amount, and (vi) the amount of the Merger Consideration determined on the basis of the foregoing (the “Estimated Merger Consideration Amount”), in each case prepared (x) as of immediately preceding the Closing and (y) in accordance with the accounting principles, policies, procedures, practices, judgments, applications, and methodologies used in preparing th...
Closing Date Statements. Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser:
(a) an estimated closing statement (the “Estimated Closing Statement”), signed by the Chief Financial Officer or the Chief Executive Officer of the Company (on behalf and in the name of the Company), which sets forth in reasonable detail (i) the aggregate amount of the Closing Date Indebtedness and (ii) the Company’s reasonable good faith calculation of (A) the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), the Estimated Working Capital Surplus, if any, and the Estimated Working Capital Deficit, if any, resulting therefrom, (B) the estimated Closing Cash (the “Estimated Closing Cash”) and (C) the estimated Transaction Expenses (the “Estimated Transaction Expenses”). The Company shall provide the Purchaser and its Representatives with reasonable access to appropriate employees and advisors of the Company during normal business hours and access to such books and records as may be reasonably requested by them to review the information contained in the Estimated Closing Statement. The Company shall take into consideration any proposed revisions to the Estimated Closing Statement as are presented in good faith by the Purchaser. If the Company and the Purchaser are unable to resolve any dispute with respect to the Estimated Closing Statement, such dispute shall not under any circumstance delay the Closing, and the amounts set forth therein shall be calculated as set forth in the Estimated Closing Statement (as modified to reflect any revision mutually agreed upon by the Purchaser and the Company), for the purposes of the Closing; and
(b) a statement (the “Closing Date Holder Payment Statement”), signed by the Chief Financial Officer or the Chief Executive Officer of the Company (on behalf and in the name of the Company), which sets forth in reasonable detail, in each case as of immediately prior to the Effective Time (i) the number of Fully Diluted Shares, the total number of shares of Common Stock outstanding immediately prior to the Effective Time (excluding any shares held as treasury stock), the total number of In The Money Options, the Per Series A-1 Preferred Share Redemption Amount, the Per Series A-2 Preferred Share Redemption Amount, the Per Series A-3 Preferred Share Redemption Amount, the Per Series A-4 Preferred Share Redemption Amount, the Per Series A-5 Preferred Share Redemption Amount, the Per ...
Closing Date Statements. (1) As soon as practical, but in any event within sixty (60) days following the Closing Date, unless otherwise extended by the mutual agreement of the parties, the Company shall deliver to the Buyer at Buyer's expense (i) the audited consolidated statement of financial position of the Company and its consolidated Subsidiaries as of the Closing Date (the "Statement") together with the report thereon of Ernst & Young LLP, independent accountants of the Company ("E&Y"), stating that such Statement has been prepared in conformity with GAAP applied on a basis consistent with the preparation of the audited December 31, 1997 balance sheet as contained in the SEC Reports; (ii) a schedule of the intercompany accounts receivables between Parent or an affiliate of Parent (other than the Company and the Subsidiaries) on the one hand and the Company or any Subsidiary on the other hand set forth in the Statement; (iii) a schedule of deferred tax accounts for each Directly Owned Subsidiary as set forth in the Statement;(iv) a schedule of all intercompany payments between Parent and its Affiliates (other than the Company and the Subsidiaries) on the one hand and the Company and the Subsidiaries on the other hand from the date of the Interim Statements to the Closing Date; and (v) a schedule setting forth the contingent tax reserves as adjusted in accordance with the Tax Allocation Agreement. The term "Interim Statements" shall mean the Financial Statements of the Company and its consolidated subsidiaries as of, and for the six month period ending on, June 30, 1998. If requested by Buyer, the Company shall request that E&Y conduct a full audit of the Company and its consolidated Subsidiaries at Buyer's expense and deliver a statement of stockholders' equity and cash flows.
Closing Date Statements. The Company has previously delivered to Buyer a certificate (the “Closing Date Financial Certificate”), signed by the Chief Financial Officer of the Company, which sets forth (i) the Company’s estimate of the Net Working Capital (the “Estimated Working Capital”) and the Estimated Working Capital Surplus or the Estimated Working Capital Deficit, as the case may be, (ii) the amount of any Company Indebtedness, listed by each applicable lender, the amount due and wiring instructions for each such applicable lender, and with Release and Termination Agreements attached thereto, and (iii) the amounts comprising the Seller Transaction Expenses, listed by name, amount due and wiring instructions for each such amount.
Closing Date Statements. 8.1 The Purchase Price shall be determined on the basis of a pro-forma consolidated balance sheet of the Business as of the Closing Date, based on the Closing Date Statements and in accordance with Schedules 7.3(a), 7.3(b) and 7.3(c). On the basis of the Closing Date Statements the Closing Date Certificate shall be prepared, in each case to be determined as set forth in Section 7.3. The Closing Date Statements shall not include any accruals for accounting, legal or advisory fees relating to the transactions contemplated by this Agreement.
8.2 The Initial Closing Statement and the Closing Date Statements shall be prepared:
a. in accordance with U.S. GAAP as consistently applied in the financial statements described in Section 10.4, including consistent methods, policies, bases, conventions, rules and practices, including estimation techniques set forth by Seller;
b. all assets and liabilities denominated in foreign currencies shall be translated to US Dollars as of the Measurement Time using the European Central Bank reference exchange rates fixed and published on the European Central Bank website at approximately 2:00PM CET (or, in the case of Mexico, the official Banco de Mexico reference exchange rate) (i) on the last Business Day prior to initial delivery of the Initial Closing Statement for the Initial Closing Statement and (ii) as of the last Business Day prior to the last day of Seller’s fiscal month end in the month of the Closing for the Closing Date Statements, as consistently applied within the financial statements described in Section 10.4.
8.3 Net Working Capital, Cash or Financial Debt related to Sold Entities or JV Majority Participations shall be excluded from Estimated Net Working Capital, Cash or Financial Debt to the extent a Sold Entity does not transfer as of the Closing Date.
8.4 There shall not be any double counting of items within or between Net Working Capital, Cash, Financial Debt and such that Net Working Capital, Cash and Financial Debt shall be calculated on an internally consistent basis and in accordance with Schedules 7.3(a), 7.3(b) and 7.3(c).
8.5 The Closing Date Statements and the Closing Date Certificate shall be prepared by Purchaser. Purchaser shall deliver the Closing Date Statements and the Closing Date Certificate to Seller within sixty (60) days after the Closing Date.
8.6 Purchaser shall fully co-operate with and assist, and shall cause the Purchaser’s Affiliates to fully co-operate with and assist, Seller and Sel...
Closing Date Statements. Attached hereto as Exhibit 3.4 is a statement (the “Closing Date Financial Statement”), signed by the Manager of the Company (on behalf and in the name of the Company), which sets forth (i) the Company’s estimate of the Net Working Capital (the “Estimated Working Capital”) at Closing, and (ii) the Estimated Working Capital Surplus, if any, or the Estimated Working Capital Deficit, if any, at Closing.
Closing Date Statements. (a) Not less than two (2) Business Days prior to the Closing Date, Xxxxxxx shall deliver to the Purchaser a statement (the "Closing Date Indebtedness Statement"), signed by the Chief Financial Officer of Xxxxxxx, which sets forth, by lender, the aggregate amount of the Butterball Closing Date Indebtedness. Attached to the Closing Date Indebtedness Statement will be copies of the Payoff Letters, or forms thereof, to be delivered in accordance with Section 9.2(e) hereof.
(b) Not less than two (2) Business Days prior to the Closing Date, Xxxxxxx shall deliver to the Purchaser a statement (the "Closing Date Purchase Price Statement"), signed by the Chief Financial Officer of Xxxxxxx, which sets forth the Xxxxxx-Xxxxx Membership Interest Purchase Price, the Initial M-B G-I Purchase Price, the Xxxxxx-Xxxxx Member Note Purchase Price, the Total Xxxxxx-Xxxxx Purchase Price, the Xxxxxxx Purchase Price, the Xxxxxx-Xxxxx Member Note Purchase Price, the Xxxxxxx Group Member Note Purchase Price, the Transaction Expenses, the Financing Fees, the Commitment Fees (including the Seaboard Commitment Fee), the Initial M-G G-I Purchase Price, the Xxxxxxx Group Member Note Purchase Price, the Xxxxxxx Closing Payment, the Seaboard Purchase Price and the Seaboard Contribution.
Closing Date Statements. (a) Attached hereto as Exhibit 3.4(a) is a statement (the “Closing Date Indebtedness Statement”), signed by the Chief Executive Officer and by the President of the Company (on behalf and in the name of the Company), which sets forth, by lender, the aggregate amount of the Indebtedness outstanding as of the Closing Date. Attached to the Closing Date Indebtedness Statement are copies of the Payoff Letters delivered in accordance with Section 8.2(f).
(b) Attached hereto as Exhibit 3.4(b) is a statement (the “Closing Date Expense Statement”), signed by the Chief Executive Officer and by the President of the Company (on behalf and in the name of the Company), which sets forth, by payee, the Change of Control Payments and the Transaction Expenses to the extent not accrued for on the Closing Date Financial Statement.
(c) Attached hereto as Exhibit 3.4(c) is a statement (the “Closing Date Financial Statement”), signed by the Chief Executive Officer and by the President of the Company (on behalf and in the name of the Company), which sets forth (i) the Company’s estimate of the Net Working Capital (the “Estimated Working Capital”), and (ii) the Estimated Working Capital Surplus, if any, or the Estimated Working Capital Deficit, if any.
Closing Date Statements. Within thirty (30) calendar days after Closing, the Vendor shall, or shall cause the Accountants to, provide to the Purchaser finalized Closing Statements, at the Vendor’s sole cost and expense. The Closing Statements shall reflect that, as at the Closing Date, the Company has no debt or liabilities, whether current or long term, and whether absolute or contingent (including for greater certainty any shareholder loans owed to the Vendor or related persons). The Closing Statements will reflect the Company’s financial position such that it is materially similar to the Target Closing Financial Statements attached at Schedule 1.1(mm).
