Closing NAV Sample Clauses

Closing NAV. Within ninety (90) days after the Closing, Seller will prepare and deliver to Buyer a balance sheet of the Company as of the Closing Date prepared in accordance with GAAP together with a statement setting forth a calculation of the Closing NAV (the "Closing Statement"). At the option of the Buyer, exercisable in writing on or before the Closing Date, the Closing Statement shall be audited by PricewaterhouseCoopers LLP. The cost of such audit shall be borne by the Company. Buyer shall cooperate fully and shall cause the Company to provide Seller with all assistance and access to books and records necessary for Seller to prepare the Closing Statement. In connection therewith, Buyer and Seller will jointly conduct a physical inventory of the Inventory as of the Closing Date in accordance with the procedures to be mutually agreed by Buyer and Seller acting reasonably and in good faith and, at Buyer's option, such physical inventory will be observed by Buyer's auditors, PricewaterhouseCoopers LLP, and, at Seller's option, such physical inventory will be observed by Seller's auditors, Arthur Andersen LLP.
Sample 1See All (4)
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Closing NAV. (i) On or prior to the Closing Date, each of Parent and Gadsden will compute the Net Asset Value of such Person as of the Closing Date (the “Closing NAV”) in a manner consistent with the NAV Processes, and provide such computation to the other Person; provided, however, that in calculating Closing NAV no assumption shall be made with regard to property acquisitions described in the Gadsden PPM that have not yet been completed and any such incomplete acquisitions shall not be included in the calculation of Closing NAV. Each such Person shall review the Closing NAV and provide comments, which shall not estop a Person from determining that the Closing NAV is not correct in all material respects at the Effective Time.
Sample 1

Related to Closing NAV

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • CLOSING AND CLOSING DATE 3.1. The Closing Date shall be December 3, 2005, or such other date as the parties may agree. All acts taking place at the Closing shall be deemed to take place simultaneously as of immediately after the close of business on the Closing Date unless otherwise agreed to by the parties. The close of business on the Closing Date shall be as of 4:00p.m.,

  • Closing Deliveries of Buyer At or prior to the Closing, Buyer shall deliver, or cause to be delivered, the following:

  • Closing Closing Deliveries (a) The consummation of the transactions contemplated by this Agreement (the “Closing”) will take place on the Closing Date

  • Closing Matters (a) Within one business day of the date of this Agreement, (i) Seller shall provide Buyer with a true and correct copy of the voting instruction form with respect to the Shares held by Seller indicating the financial institution through which such shares are held and the control number provided by Broadridge Financial Solutions (or other similar service provider) regarding the voting of the Shares or written confirmation of such information as would appear on the voting instruction form; and (ii) Buyer shall send the notice attached as Annex 1 hereto to Prospect’s transfer agent.

  • Closing and Closing Deliveries 24 8.1 Closing........................................................................................24 8.2

  • Post-Closing Matters Execute and deliver the documents and complete the tasks set forth on Schedule 6.14, in each case within the time limits specified on such schedule, as such time limits may be extended from time to time by Agent in its reasonable discretion.

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

  • Purchaser Closing Deliveries At the Closing, Purchaser shall deliver, or cause to be delivered, the following:

  • Closing and Closing Documents 24 ----------------------------- 11.1. Closing....................................................... 24 ------- 11.2. Seller's Deliveries........................................... 26 ------------------- 11.3. Purchaser's Deliveries........................................ 26 ---------------------- 11.4. Prorations.................................................... 27 ---------- 11.5. Document Preparation and Closing Costs........................ 28 -------------------------------------- 11.6. Reconciliation and Final Payment.............................. 28 -------------------------------- 11.7.

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