Closing Statements. Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.
Closing Statements. As of or prior to the Closing Date, Seller and Purchaser shall deposit with Escrow Agent executed closing statements consistent with this Agreement in the form required by Escrow Agent.
Closing Statements. (a) At least two (2) Business Days prior to the Special Meeting and in any event not earlier than the time that holders of FTAC Class A Common Stock may no longer elect redemption in accordance with FTAC Stockholder Redemption, FTAC shall prepare and deliver to PGHL a statement (the “FTAC Closing Statement”) setting forth in good faith: (i) the aggregate amount of cash in the Trust Account (prior to giving effect to FTAC Stockholder Redemption); (ii) the aggregate amount of all payments required to be made in connection with FTAC Stockholder Redemption; (iii) the aggregate cash proceeds from the FTAC Financing; (iv) the Available Cash Amount resulting therefrom; (v) the number of shares of FTAC Class A Common Stock to be outstanding as of the Closing after giving effect to FTAC Stockholder Redemption and confirmation that no FTAC Preferred Stock is outstanding; (vi) the PIPE Investment Proceeds received and to be received in connection with the Transaction prior to the Closing; and (vii) the number of shares of FTAC Class C Common Stock that may be issued in connection with the recapitalization by FTAC of the Founder FTAC Warrants, in each case, including reasonable supporting detail therefor. The FTAC Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the FTAC Closing Statement until the Closing, FTAC shall (x) provide the Company and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of FTAC and its Subsidiaries and to senior management personnel of FTAC and its Subsidiaries, in each case, to the extent reasonably requested by the Company or any of its Representatives in connection with their review of the FTAC Closing Statement, (y) cooperate with the Company and its Representatives in connection with their review of the FTAC Closing Statement and the components thereof and (z) consider in good faith any comments to the FTAC Closing Statement provided by the Company prior to the Closing Date.
(b) At least two (2) Business Days prior to the Closing, PGHL shall prepare and deliver to FTAC a statement (the “PGHL Closing Statement”) setting forth in good faith its calculation of the Company Net Debt Amount. The PGHL Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in ...
Closing Statements. As of or prior to the Closing Date, Seller and Purchaser shall deposit with Title Company executed closing statements consistent with this Agreement in the form required by Title Company.
Closing Statements. Seller shall prepare and deliver to Buyer on the Closing Date a preliminary closing statement (a “Preliminary Closing Statement”) as of the Closing Date, which shall show the net amount due either to Seller or Buyer based on items for which a specific credit or debit is provided in this Agreement, which statement shall be in form and substance acceptable to Buyer. Such net amount shall be added to or subtracted from the payment of the cash balance of the Purchase Price to be paid to Seller pursuant to Section 3 on the Closing Date. Within sixty (60) days after the Closing Date, Buyer shall deliver a final closing statement (a “Final Closing Statement”) to Seller setting forth the final determination of all items to be included in the Closing Statements. To the extent that amounts are determined to be owing by Seller to Buyer or by Buyer to Seller which are not disputed, such amounts shall be settled in cash between Buyer and Seller. Should Buyer and Seller disagree on the amount due either Buyer or Seller as reflected in the Preliminary Closing Statement, or the Final Closing Statement, any such dispute where less than $50,000 is in dispute shall be resolved by Buyer’s and Seller’s accountants (whose mutual decisions shall be final and binding on each of Buyer and Seller); provided, however, that should such accountants be unable to resolve any dispute with respect to the Preliminary Closing Statement within ten (10) business days of the Closing Date or any dispute with respect to the Final Closing Statement within ten (10) business days following Seller’s receipt of the Final Closing Statement from Buyer, such disputes, as the case may be, shall be resolved by arbitration. In the event that Buyer’s and Seller’s accountants are the same accounting firm, Seller shall be allowed to appoint its own representative to represent Seller with respect to the dispute which representative shall be a nationally recognized public accounting firm. If at any time within ninety (90) days after the Closing Date either Buyer or Seller discovers items that should have been included in the Closing Statements but were omitted therefrom, then such items shall be adjusted in the same manner as if their existence had been known at the time of the preparation of the Closing Statements, and any payment owing as a result thereof shall be made as provided above in this Section 13.
Closing Statements. (i) The Company shall deliver to Parent, at least five, but no more than seven, business days prior to the Closing Date, a statement (the “Working Capital Closing Statement”) consisting of (A) a statement comparable to the Initial Statement of its calculations of its good faith estimate of the Net Working Capital as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs (as defined below)), and (B) its good faith estimate as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement) of the amount of fees and expenses, including legal, accounting and financial advisory fees and expenses, incurred by the Company in connection with this Agreement and the transactions contemplated thereby (the “Company Transaction Costs”), in the aggregate and with respect to each Person entitled to payment of a portion of such Company Transaction Costs.
(ii) On the business day prior to the Closing Date, the Company shall deliver to Parent a statement (the "Cash Closing Statement") setting forth (A) the Company's Cash as of the close of business on such date and (B) the Company's good faith estimate of the amount of the Company's Cash as of the Closing Date (assuming consummation of the transactions contemplated by this Agreement and payment of all Company Transaction Costs).
(iii) The Working Capital Closing Statement and the Cash Closing Statement (together, the "Closing Statements") shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith and, with respect to the Working Capital Closing Statement, that such statement was prepared on the same basis and applying the same accounting principles, policies and practices that were used in preparing the Initial Statement, including the principles, policies and practices set forth in Exhibit B. Parent and its representatives shall be permitted reasonable access to review the Company's books and records and work papers related to the preparation of the Closing Statements. Parent and its representatives may make inquiries of the Company, and its accountants and employees, regarding questions concerning or disagreements with the Closing Statements arising in the course of their review thereof, and the Company shall use its commercially reasonable efforts to cause any such accountants and employee...
Closing Statements. 7.1.1 Each Seller shall procure that as soon as practicable following Closing there shall be drawn up a draft of its Closing Statement (the “Draft Closing Statement”) in accordance with Schedule 12 in relation to its Target Group, on a combined basis.
7.1.2 The Closing Statements shall be drawn up as at the Effective Time and shall in each case include the Delayed Businesses and the Alliance Market Businesses which, for the purposes of this Clause 7 shall be deemed to have transferred to the Purchaser with effect from the Effective Time.
Closing Statements. Closing statements prepared by the Title Company reflecting all payments, prorations, charges, and costs of transfer.
Closing Statements. At Closing, Seller and Purchaser shall deposit with the Escrow Agent executed closing statements consistent with this Agreement in form required by the Escrow Agent. If Seller and Purchaser cannot agree on the closing statements to be deposited as aforesaid because of a dispute over the prorations and adjustments set forth in the closing statements, the Closing nevertheless shall occur, and the amount in dispute shall be withheld from the Purchase Price and placed in an escrow with the Escrow Agent, to be paid out upon the joint direction of the parties or pursuant to court order upon resolution or other final determination of the dispute.
Closing Statements. (i) As promptly as practicable, but in no event more than 60 days after the Closing Date, each of Peabody and Arch shall prepare and deliver to the other Party a statement (each, a “Closing Statement”) setting forth the Peabody Net Working Capital and the Arch Net Working Capital, respectively, as of the Closing Date.
(ii) Each Party shall have a period of 60 days after the delivery to it of the Closing Statement of the other Party to review such Closing Statement. During such period, each Party shall have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities. Each Party’s Closing Statement shall become final and binding upon the Parties on the 61st day following delivery thereof unless the other Party gives written notice of its disagreement with such Closing Statement (a “Notice of Disagreement”) to such Party prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted and shall quantify the disagreements to the extent reasonably practicable. If a Notice of Disagreement is received by either Party in a timely manner, the Parties shall attempt in good faith to resolve the matter or matters in dispute in such Notice of Disagreement during the 30-day period following the delivery of such Notice of Disagreement. If such disputes cannot be resolved by the Parties within 30 days after the delivery of any Notice of Disagreement, then all matters that were included in any Notice of Disagreement that remain in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Peabody’s or Arch’s then-current independent accounting firm) (the “Accounting Firm”) for resolution.
(iii) In resolving matters submitted to it pursuant to Section 3.5(c)(ii), the Accounting Firm (A) shall not be entitled to take or order the taking of depositions or other testimony under oath or conduct any other oral or written discovery, (B) with respect to each matter submitted to it, shall not resolve such matter in a manner that is more favorable to either Party than the applicable Closing Statement and the Notice of Disagreement, (C) shall have no ex parte communications with either Party (or such Party’s Representatives) and (D) shall resolve only those matters that were submitted to it by the Parties pursuant to Section 3.5(c)(ii).
(iv) The Accounting Firm, acting as an exper...
