Closing Statement; Post-Closing Adjustments Sample Clauses

Closing Statement; Post-Closing Adjustments. The accounting staff of Seller ("SELLER'S ACCOUNTANTS") and the accounting staff of Purchaser ("PURCHASER'S ACCOUNTANTS") shall jointly make such inventories, examinations and audits of the Property, and of the books and records pertaining to the Property, as Seller's Accountants and Purchaser's Accountants may deem necessary to make the adjustments and prorations required under this SECTION 4.4, or under any other provisions of this Agreement. All such adjustments and prorations shall be made in accordance with the provisions of this Agreement and, to the extent not in conflict with the express provisions of this Agreement, otherwise in accordance with generally accepted accounting principles ("GAAP"). Based upon the results thereof, Seller will prepare and deliver to Purchaser for its review and approval prior to Closing a statement of prorations (the "PRORATIONS STATEMENT") which shall (i) contain the best estimate of Seller's Accountants of the amounts of the items requiring the prorations and adjustments in accordance with this Agreement and (ii) following approval by Purchaser's Accountants, be the basis upon which the prorations and adjustments provided for herein shall be made at the Closing. The Prorations Statement as approved by Seller and Purchaser shall be binding and conclusive on all parties hereto to the extent of the items covered by the Prorations Statement, except (A) where this Agreement expressly provides for further adjustment of such amounts after Closing, and (B) as otherwise provided in SECTION 4.4(E) below.
Sample 1
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Closing Statement; Post-Closing Adjustments. (a) Company shall prepare and, at least three (3) Business Days prior to the Closing, deliver to Parent a closing statement (the “Closing Statement”) certified by Company’s Chief Executive Officer and Chief Financial Officer, which shall include (i) a schedule of the applicable payment(s) to each Person receiving payments pursuant to Section 1.10, including wire instructions for each payment pursuant to Sections 1.10(b) and 1.10(c) and the calculation of the Initial Merger Consideration; (ii) a statement of the Estimated Cash, Estimated Third Party Expenses and the Estimated Indebtedness of Company; and (iii) the Closing Allocation Schedule to be delivered in accordance with Section 5.12. The Closing Statement shall be prepared by Company in good faith, using reasonable diligence and in accordance with terms of this Agreement. The Closing Statement shall be subject to Parent’s review and consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that any such consent shall not preclude or otherwise impair or limit Parent’s ability to prepare and deliver the Post-Closing Statement or dispute any amounts in the Closing Statement pursuant to Section 1.7(b).
Sample 1Sample 2
Closing Statement; Post-Closing Adjustments. The accounting staff of the Seller (the "SELLER'S ACCOUNTANTS") and the accounting staff of the Purchaser (the "PURCHASER'S ACCOUNTANTS") shall jointly make such inventories, examinations and audits of the Property, and of the books and records pertaining to the Property, as the Seller's Accountants and the Purchaser's Accountants may deem necessary to make the adjustments and prorations required under this ARTICLE 6, or under any other provisions of this Agreement. All such adjustments and prorations except as otherwise provided herein shall be made in accordance with the provisions of this Agreement and otherwise in accordance with generally accepted accounting principles ("GAAP"). Based upon the results thereof, the Seller's Accountants and the Purchaser's Accountants will jointly prepare and deliver to the parties, no later than two (2) days prior to the Closing, a closing statement (the "CLOSING STATEMENT") which shall (a) contain the best estimate of the Seller's Accountants and the Purchaser's Accountants of the amounts of the items requiring the prorations and adjustments in accordance with this Agreement and (b) be the basis upon which the prorations and adjustments provided for herein shall be made at the Closing. If at the time of Closing there shall be any item or items on the Closing Statement that remain in dispute, the Closing Statement shall reflect only the items agreed upon by the Seller's Accountants and the Purchaser's Accountants, and if such dispute is not resolved within ninety (90) days after Closing, such dispute shall be resolved in the manner provided in this Section. The Closing Statement shall be binding and conclusive on all parties hereto to the extent of the items covered by the Closing Statement, except (i) as provided in the preceding sentence, (ii) where this Agreement expressly provides for further adjustment of such amounts after Closing, and (iii) as otherwise provided below. If at any time following the Closing Date, the amount of an item listed in any section of this ARTICLE 6 shall be subject to adjustment as provided above or shall otherwise prove to be incorrect (whether as a result of an error in calculation or a lack of complete and accurate information as of the Closing), the Party in whose favor the original incorrect adjustment or error was made shall promptly pay to the other Party the sum necessary to correct such prior incorrect adjustment or error upon receipt of reasonable proof of such prior incorrect a...
Sample 1
Closing Statement; Post-Closing Adjustments. The prorations and credits hereunder at the Closing shall be made based on a closing statement (the “Closing Statement”) to be prepared by Seller prior to the Closing, based on actual figures to the extent available. If any of the prorations cannot be calculated based on actual figures, then they shall be calculated based on the Seller’s good faith estimates thereof. Within ninety (90) days after the Closing, Buyer shall prepare and submit to Seller a recalculation of the prorations and credits hereunder, reflecting actual figures and not estimates (other than with respect to those expenses for which a final xxxx has not been received). With respect to those prorations and credits which are not determinable as of such 90-day period, the parties shall recalculate such prorations and credits thirty (30) days prior to the Survival Period, except for real estate taxes, which shall be subject to proration for a period of one (1) year after the Closing Date. Such recalculation shall be binding on Buyer and Seller unless Seller delivers to Buyer, within ten (10) days after Seller has received such recalculation, a notice (“Audit Notice”) stating Seller does not agree with such calculations, and, if such notice is given, KPMG, LLP (the “Accounting Firm”) shall be engaged to make the final determination of such prorations and credits. The fees and costs of the Accounting Firm in making such determination shall be split equally between the parties. Each of Seller and Buyer shall cooperate in good faith and act reasonably after Closing to assist Manager and Accounting Firm in their determinations.
Sample 1
Closing Statement; Post-Closing Adjustments. The prorations and credits hereunder at the Closing shall be made based on a closing statement (the “Closing Statement”) to be jointly prepared by Seller and Buyer, based on actual figures to the extent available. If any of the prorations cannot be calculated based on actual figures, then they shall be calculated based on Seller’s good faith estimates thereof. The Closing Statement shall be approved and executed by the Parties at Closing, and such adjustments and prorations shall be final with respect to the items set forth in the Closing Statement, except that any estimated items shall be subject to reconciliation (to the extent the actual amounts differ from the estimated amounts) within ninety (90) days following the Closing.
Sample 1
Closing Statement; Post-Closing Adjustments. All such adjustments and prorations shall be made in accordance with the provisions of this Agreement and, to the extent not in conflict with the express provisions of this Agreement, otherwise in accordance with generally accepted accounting principles. Based upon the results thereof, Seller will prepare and deliver to Buyer for its review and approval prior to Closing a statement of prorations, which shall (i) contain Seller’s best estimate of the amounts of the items requiring the prorations and adjustments in accordance with this Agreement and (ii) following approval by Buyer, be the basis upon which the prorations and adjustments provided for herein shall be made at the Closing and shall be utilized by the Escrow Agent in preparing the Closing Statement.
Sample 1
Closing Statement; Post-Closing Adjustments. At least four (4) business days prior to the Closing Date, the accounting or financial representatives of Seller (“Seller’s Accountants“) and representatives of Buyer together shall make such inventories, examinations and audits of each respective Hotel, and of the books and records of such Hotel, as such parties may deem necessary to make the adjustments and prorations required under this Agreement. Based upon such preliminary audits and inventories, Seller’s Accountants and Buyer together shall prepare and deliver to each of the parties two (2) business days prior to the Closing Date a closing statement showing the net amount due either to Seller or to Buyer as a result thereof and such net amount will be added to, or subtracted from the Closing Payment to be paid to Sellers. Seller and Buyer shall finalize such closing statement (the “Closing Statement“) and deliver the same to Title Company one (1) business day prior to the Closing Date.
Sample 1
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Closing Statement; Post-Closing Adjustments. (a) The Company shall prepare and, at least five (5) Business Days prior to the Closing, deliver to Parent a closing statement (the “Closing Statement”) certified by the Company’s Chief Financial Officer, which shall include (i) a schedule of the applicable payment(s) to each Person receiving payments pursuant to Section 1.10, including wire instructions for each payment pursuant to Section 1.10 and the calculation of the Initial Merger Consideration, (ii) a statement of the Company’s estimated Net Current Assets as of the Closing (the “Estimated Closing Date NCA”) including a proposed balance sheet of the Company as of the anticipated Closing Date (“Estimated Closing Date Balance Sheet”) reflecting the Company’s good faith calculation of each of the components of the Estimated Closing Date NCA, (iii) a statement of the Estimated Third Party Expenses and the Estimated Indebtedness of the Company; and (iv) the Closing Allocation Schedule to be delivered in accordance with Section 5.14. The Closing Statement shall also indicate, with respect to each “covered security” (as defined in Section 6045 of the Code), the acquisition date and tax basis of such security. The Closing Statement shall be prepared by the Company in good faith, using reasonable diligence and in accordance with terms of this Agreement and GAAP consistently applied and using the policies, principles, conventions, methodologies and procedures used in preparing the Financials. The Closing Statement shall be subject to Parent’s review and consent (such consent not to be unreasonably withheld, conditioned or delayed); provided that any such consent shall not preclude or otherwise impair or limit Parent’s ability to prepare and deliver the Post-Closing Statement pursuant to Section 1.7(b).
Sample 1

Related to Closing Statement; Post-Closing Adjustments

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Post-Closing Adjustment (i) Within sixty (60) days following the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Closing Statement”) that shall set forth in reasonable detail Seller’s calculation of the net amount of all adjustments to the Base Purchase Price required by Section 2.6(a) taking into account actual data (the “Purchase Price Adjustment”), together with reasonable supporting material regarding the computation thereof. Buyer shall have thirty (30) days to review the Closing Statement following receipt thereof. On or before the end of such 30-day review period, Buyer may object to the Closing Statement by written notice to Seller (the “Objection Notice”), setting forth Buyer’s specific objections to the calculation of the Purchase Price Adjustment. Such Objection Notice shall specify those items or amounts with which Buyer disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount (and reasonable supporting material therefor), and shall set forth Buyer’s calculation of the Purchase Price Adjustment based on such objections. To the extent not set forth in a timely-delivered Objection Notice, Buyer shall be deemed to have agreed with Seller’s calculation of all other items and amounts contained in the Closing Statement and neither party may thereafter dispute any item or amount not set forth in such Objection Notice. If Buyer does not timely deliver any Objection Notice, Buyer shall be deemed to have agreed with and accepted Seller’s calculation of the Purchase Price Adjustment, and the Closing Statement shall be final and binding on the Parties as of the end of Buyer’s 30-day review period.

  • Closing Adjustment Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Final Closing Statement Within ninety (90) days following the Closing Date, Parent shall deliver to the Holder Representative a statement (the “Closing Statement” and, in its final and binding form as determined below, the “Final Closing Statement”) setting forth the Closing Consideration and each component thereof as of immediately prior to the Closing, including final determinations as to the amounts of (A) the Company Cash, (B) the Funded Debt and (C) the Closing Net Working Capital. The Final Closing Statement and the components thereof shall be prepared in accordance with the Agreed Accounting Principles. The Holder Representative shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the preparation of the Closing Statement and determination of the Closing Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (x) thirty (30) days following the Holder Representative’s receipt thereof, unless the Holder Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date and (y) the date that the Holder Representative notifies Parent of its acceptance thereof. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. The Closing Statement shall become final and binding upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the written agreement of the parties or pursuant to the arbitration provisions set forth below). During the thirty (30) days following delivery of a Notice of Disagreement, Parent and the Holder Representative shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and Representatives shall be permitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, at the end of the thirty (30)-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to Ernst & Young LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Closing Consideration and the components thereof to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, records and other relevant information of the Company, Parent and the Holder Representative to the extent necessary to calculate the Closing Consideration. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Absent fraud committed by the Accounting Firm or manifest error (as to which Parent and the Holder Representative mutually agree), the Closing Statement and the determination of the Closing Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall act as an expert and not as an arbitrator to determine solely the matters in dispute based solely on the submissions and responses of Parent, on the one hand, and the Holder Representative, on the other hand. The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, on behalf of the Holders, based upon the percentage of the contested amount submitted to the Accounting Firm that is ultimately awarded to Parent, on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount payable by the Holder Representative on behalf of the Holders to be deducted from the Purchase Price Adjustment Holdback and retained by Parent in accordance with Section 4.1(c)(ii)).

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

  • Payments of Post-Closing Adjustment Except as otherwise provided herein, any payment of the Post-Closing Adjustment, together with interest calculated as set forth below, shall (A) be due (x) within five (5) Business Days of acceptance of the applicable Closing Working Capital Statement or (y) if there are Disputed Amounts, then within five (5) Business Days of the resolution described in clause (v) above; and (B) be paid by wire transfer of immediately available funds to such account(s) as is directed by Buyer or Sellers, as the case may be.

  • Preliminary Closing Statement At least three (3) Business Days prior to the Closing Date, Escrow Agent shall prepare and submit to each of Buyer and the Seller Parties preliminary Closing statements, showing the Parties’ respective amounts of Closing costs, the Deposit, the net credit due to the Seller Parties or Buyer under Section 2.5 and the net amount of funds required to be deposited by Buyer in order to effect Closing hereunder.

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