Closing Date Working Capital Statement Sample Clauses

Closing Date Working Capital Statement. As promptly as practicable, but in any event within 60 calendar days following the Closing, the Seller shall deliver to the Purchaser a statement of Working Capital of the Business as of the close of business on the Closing Date (as such may be adjusted following resolution of disputes in accordance with Section 2.07(e), the “Closing Date Working Capital Statement”), setting forth the Working Capital of the Business as of the close of business on the Closing Date (the “Closing Date Working Capital”), and the calculation thereof. The Closing Date Working Capital Statement shall be prepared in a manner consistent with the Reference Balance Sheet except as set forth in the definition of Working Capital. The Closing Date Working Capital Statement shall be deemed final for the purposes of this Section 2.07 upon the earliest of (x) the failure of the Purchaser to notify the Seller of a dispute within 60 calendar days of the Seller’s delivery of the Closing Date Working Capital Statement to the Purchaser, (y) the written resolution of all disputes, pursuant to Section 2.07(e)(ii), by the Seller and the Purchaser, and (z) the written resolution of all disputes, pursuant to Section 2.07(e)(ii), by the Independent Accounting Firm.
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Closing Date Working Capital Statement. (a) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Buyer shall prepare a statement of the consolidated Working Capital of Petrolink and its Subsidiaries as of the time of the Closing on the Closing Date in the form of Schedule 3 and shall (at Buyer's sole cost and expense) designate and cause an independent certified public accounting firm in the United States of international recognition ("Auditor") to prepare and issue a report on the statement of the consolidated Working Capital of Petrolink and its Subsidiaries as of the time of Closing on the Closing Date. Such report from the Auditor shall contain a statement to the effect that the statement of the consolidated Working Capital has been prepared in accordance with U.S. generally accepted accounting principles and in a manner consistent with the definition of Working Capital set forth in this Agreement, an example of which is set forth in Schedule 3 ("Closing Date Working Capital Statement"). (b) During the forty-five (45) days immediately following receipt of the Closing Date Working Capital Statement by Seller, Deloitte & Touche, LLP, (or another independent certified public accounting firm in the United States of international recognition) on behalf of Seller, will be permitted during normal business hours upon reasonable advance notice to review (at Seller's sole cost and expense) Buyer's working papers relating to the Closing Date Working Capital Statement, as well as all of the books and records relating to the operations and finances of Petrolink and its Subsidiaries with respect to the period up to and including the Closing Date, and Buyer shall make reasonably available the individuals responsible for the preparation of the Closing Date Working Capital Statement (including, without limitation, accountants, lawyers and other advisors) in order to respond to inquiries related thereto. Seller shall notify Buyer in writing (the "Notice of Disagreement") within such forty-five (45) day period if it disagrees with Buyer's calculation of the Working Capital of Petrolink and its Subsidiaries on a consolidated basis as shown on the Closing Date Working Capital Statement, which Notice of Disagreement shall set forth in reasonable detail the basis for such dispute and the amounts involved and Seller's good faith estimate of the Working Capital of Petrolink and its Subsidiaries as of the close of business on the Closing Date. If Seller does not deliver a Notice of D...
Sample 1
Closing Date Working Capital Statement. The Company shall have delivered to Parent and the Payment Agent the Closing Date Working Capital Statement at least three (3) business days prior to the Closing, which shall have been certified as having been prepared in good faith and based on reasonable assumptions by the Chief Financial Officer of the Company. The Closing Date Working Capital Statement shall include all invoices reasonably expected to be received by the Company at or prior to the Closing Date.
Sample 1
Closing Date Working Capital Statement. Guimaraes shall have caused the Company to prepare and deliver to Buyer no later than five (5) Business Days before the Closing Date a statement (the “Estimated Working Capital Statement”) which shall set forth Guimaraes’ good faith estimate of (i) the Company's estimated Net Working Capital at the Closing Date, (ii) Target Working Capital (with the difference equaling the “Closing Working Capital”) and (iii) the Purchase Price, as adjusted pursuant to Section 1.02(c)(i) (such adjustment amount, the “Purchase Price Adjustment Amount”). The Estimated Working Capital Statement shall contain all information reasonably necessary to determine all applicable calculations, including appropriate supporting documentation.
Sample 1
Closing Date Working Capital Statement. Within ninety (90) days after the Closing Date, the Buyer shall prepare, or shall cause to be prepared, and deliver to the Equityholders’ Representative a statement of the Company as of the Calculation Time, which shall be prepared and determined in accordance with this Agreement and GAAP applied on a basis consistent with past practices of the Company (the “Closing Date Working Capital Statement”), in a form consistent with the Form Working Capital Statement, and shall include a statement of the amount of Working Capital that existed as of the Calculation Time, together with a representation that such Closing Date Working Capital Statement and such amount of Working Capital were prepared and determined in accordance with this Agreement and GAAP applied on a basis consistent with past practices of the Company. The Working Capital as finally determined pursuant to this Section 3.2 is referred to herein as the “Final Working Capital.” At the request of the Equityholders’ Representative, the Buyer shall provide the Equityholders’ Representative with information and documentation supporting the Closing Date Working Capital Statement and the Final Working Capital and shall make representatives of the Buyer available to answer questions with respect thereto.
Sample 1
Closing Date Working Capital Statement. (a) Not later than sixty (60) calendar days after the Closing Date, the Vendor shall, using all reasonable efforts, cause a statement of Working Capital as of the Closing Date (the “Draft Closing Date Working Capital Statement” and, as finally determined pursuant to the provisions of this Section 2.4, the “Closing Date Working Capital Statement”) together with working papers setting out details of the calculations to be delivered to the Purchaser, which such Draft Closing Date Working Capital Statement shall (i) set out the Working Capital as of immediately prior to the Closing (such draft Working Capital, as finally determined in the Closing Date Working Capital Statement pursuant to the provisions of this Section 2.4, referred to as the “Closing Date Working Capital”) and (ii) be determined in accordance with generally accepted accounting principles and on a basis consistent with the indicative calculation set forth in Schedule 2.4(a) and the Business’ past practice used in calculating the components of Working Capital for preparation of the Financial Statements (except that, to the extent that the past practices of the Business used in determining the book value of any category or category item of any asset or liability are not consistent with generally accepted accounting principles, such past practices shall not be used in determining the book value of such category or category item of asset or liability in the Closing Date Working Capital). Any amounts included in the Closing Date Working Capital Statement denominated in a currency other than U.S. dollars shall be converted into U.S. dollars as set forth at, or as near as possible to, 4:00 p.m. (Eastern time) on the Closing Date on the Reuters World Currency Page for such currency, or, in the event that such rate does not appear on the applicable Reuters currency page, the spot rate of exchange of Bank of America, N.A. in the market where its foreign currency exchange operations in respect of such currency are then being conducted at, or as near as possible to, 4:00 pm (Eastern time) on the Closing Date. The Purchasing Parties shall reasonably cooperate with the Vendor and its accountants to the extent required to prepare the Draft Closing Date Working Capital Statement, including providing the Vendor and its accountants access at all reasonable times to the Corporation’s personnel, books and records for purposes of preparing the Draft Closing Date Working Capital Statement. (b) During the period fro...
Sample 1
Closing Date Working Capital Statement. A Closing Date Working Capital Statement will be provided prior to Closing (the Preliminary Closing Date Working Capital Statement), at Closing (the Estimated Working Capital Statement) and post-Closing (the Actual Closing Date Working Capital Statement) pursuant to Article III.
Sample 1
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Related to Closing Date Working Capital Statement

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Closing Date Balance Sheet a. Not later than sixty (60) days after the Closing, Seller shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date". b. Without charge by Purchaser, Purchaser shall cause its and the Company's employees to cooperate reasonably and on a timely basis and to assist Seller with the preparation of the Closing Date Balance Sheet, and shall make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, and Seller shall make available its work papers for confidential inspection and review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information that contains competitively sensitive information concerning Seller's or any of Seller's Affiliate's unrelated operations, contracts, customers, pricing, costs, or related matters.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such consultation.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Closing Balance Sheet (i) As soon as practicable (and in no event later than 45 days after the Closing) the Company shall prepare and deliver to the Parent and the Shareholders' Representative a proposed actual closing consolidated balance sheet of the Company and its subsidiaries as of the opening of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the Audited Balance Sheets. Simultaneously with the preparation and delivery of the Closing Balance Sheet, the Company shall prepare and deliver to the Parent and the Shareholders' Representative a statement of "Closing Net Worth," defined herein as total assets, including cash, less total liabilities, excluding the outstanding balance of the Crestar Loan, each as set forth in the Closing Balance Sheet. (ii) If neither the Parent nor the Shareholders' Representative objects to the determination by the Company of the Closing Net Worth by written notice of objection (the "Notice of Objection") delivered to the other party within 20 days after the receipt of such statement, such Notice of Objection to describe in reasonable detail such party's proposed adjustments to the Closing Net Worth, the proposed Closing Net Worth shall be deemed final and binding. (iii) If either party delivers a Notice of Objection in respect of the Closing Net Worth, then any dispute shall be resolved in accordance with paragraph (b) of this Section 2.9. (iv) During the period that the Parent and the Shareholders' Representative are conducting their review of the determination of the Closing Net Worth, and subsequent to issuance of the Closing Balance Sheet, Parent and the Shareholders' Representative and their respective representatives shall have reasonable access during normal business hours to the workpapers, schedules, memoranda, and all of the documents, including accounting records and other information arising after the Closing Date, prepared or reviewed by the Company and its employees related to or arising in connection with the preparation of the Closing Balance Sheet and the determination of the Closing Net Worth. (v) The Company will make the work papers prepared in connection with its preparation of the Closing Balance Sheet available to each of the Parent and the Shareholders' Representative and their respective representatives at reasonable times and upon reasonable notice subsequent to the completion of their review of the Closing Balance Sheet and at any time during the resolution of any objections raised by any party with respect to the Closing Balance Sheet and the determination of the Closing Net Worth.

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