Delivery of Closing Statement. Within 90 days after the Closing Date, Buyer shall cause to be prepared and shall deliver to Sellers a statement (the “Final Closing Statement”) setting forth in reasonable detail Buyer’s calculation of (i) the Closing Working Capital, (ii) the Closing Indebtedness, (iii) Closing Date Cash and (iv) the Closing Transaction Expenses.
Delivery of Closing Statement. Within 120 days after the Closing Date, Parent shall cause to be prepared and shall deliver to Members a statement (the “Final Closing Statement”) setting forth in reasonable detail (A) Parent’s calculation of (i) the Closing Cash, (ii) the Closing Working Capital, (iii) the Closing Indebtedness, and (iv) the Closing Transaction Expenses; and (B) the calculation of the Final Cash Payment based thereon.
Delivery of Closing Statement. As promptly as practicable, but not later than sixty (60) days after the Closing Date, Parent shall deliver to the Representative a certificate of the chief financial officer of Parent (the “Proposed Closing Statement”) setting forth Parent’s good faith determination (each, without duplication) of (i) the Cash Amount (for the avoidance of doubt, other than in respect of the Blockers), (ii) the Debt Amount (for the avoidance of doubt, other than in respect of the Blockers), (iii) the Closing Working Capital (calculated in accordance with Exhibit A), which shall be based exclusively on the facts and circumstances as they exist as of the Adjustment Time and shall exclude the effects of any event, act, change in circumstance or similar development arising or occurring thereafter (it being understood and agreed by the Parties that Proposed Closing Statement shall be used to measure changes in Closing Working Capital and not as a form of indemnification), (iv) the Company Transaction Expenses Amount and (v) the Blocker Adjustment, in each case in accordance with the definitions thereof, and based on such calculations, Parent’s calculation of the Closing Date Merger Consideration. Parent shall, and shall cause the Acquired Companies and its and their respective officers, employees, agents and representatives to, reasonably assist the Representative and its agents in their review of the Proposed Closing Statement and shall provide the Representative and its agents reasonable access during normal business hours to the personnel, properties, books and records of the Acquired Companies for such purpose and for the other purposes set forth in this Section 3.7 without cost to the Representative. Parent acknowledges and waives any actual or potential conflict of the officers, employees, agents and representatives of the Acquired Companies assisting the Representative as described in the immediately preceding sentence and will not, and will cause the Acquired Companies not to, prevent such access by the Representative.
Delivery of Closing Statement. Seller shall prepare and deliver to Buyer not less than three (3) Business Days prior to the Closing Date a reasonable good faith estimate of the Net Working Capital Amount as of the Closing Date setting forth in reasonable detail the basis for such determination (the “Closing Statement”). Such estimate shall be subject to reasonable approval by Buyer (such estimate, when so approved, the “Estimated Net Working Capital Amount”). Seller shall provide to Buyer such additional back-up or supporting data relating to the preparation of the Closing Statement and the calculation of the Estimated Net Working Capital Amount as Buyer may reasonably request.
Delivery of Closing Statement. As soon as practicable after the Closing Date but no later than 120 days after the Closing Date, Purchaser shall prepare and deliver, or cause to be prepared and delivered, to Seller a written statement (the “Closing Statement”), setting forth in reasonable detail its calculation of the amount of (i) Closing Working Capital, (ii) Closing Cash and Cash Equivalents, (iii) Transaction Expenses, (iv) Closing Indebtedness and (v) Closing Tax Amount, and, based thereon, Purchaser’s calculation of the Purchase Price and the adjustment (if any) necessary to reconcile the Estimated Purchase Price to the Purchase Price, in each case, which shall be determined in accordance with the definitions in this Agreement and the Accounting Principles and shall not reflect any accounting principles, policies, methods, practices, categories, estimates, judgments or assumptions other than the Accounting Principles.
Delivery of Closing Statement. Buyer shall deliver the Closing Statement and its determination of the resulting Purchase Price Adjustment to Seller accompanied by the report of the Auditors within 60 days after the Closing Date. The Auditors' report shall state without qualification that, in the Auditors' opinion, the Closing Statement presents fairly the Closing Net Working Capital in conformity with GAAP and Section 1.8(a). Buyer shall provide Seller with full access to all information, including books, records, work papers and backup materials used by Buyer in preparing the Closing Statement. The Closing Statement delivered to Seller shall be conclusive and binding on the parties for purposes of determining the Purchase Price Adjustment, unless Seller notifies Buyer of Seller's disagreement with the Purchase Price Adjustment in writing within 30 days after Seller's receipt of the Closing Statement. Seller's notice must state with specificity the amounts and the reasons for Seller's disagreement.
Delivery of Closing Statement. Within 90 days after the Closing Date, Buyer shall cause to be prepared and shall deliver to Seller a balance sheet of Seller as of the Effective Time prepared in good faith in accordance with GAAP applied on a basis consistent with the accounting principles and policies used in the preparation of the Interim Balance Sheet and a statement (collectively, the “Closing Statement”) setting forth in reasonable detail Closing Working Capital, Closing Indebtedness, and Closing Transaction Expenses, with the components thereof prepared in accordance with GAAP.
Delivery of Closing Statement. Within forty-five (45) days after the Closing Date, Purchaser will cause each Corporation to provide Seller with a statement (the “Draft Statement”) that sets out the determination of the Working Capital and Net Indebtedness at the Closing, determined in accordance with this Agreement and in accordance with IFRS, consistently applied. Upon reasonable request, (i) Seller shall cooperate fully with Purchaser and its representatives to the extent required to prepare the Draft Statement, and (ii) at any time after the delivery of the Draft Statement, Purchaser shall provide to Seller and its representatives access to all working papers of Purchaser and the Corporations and their respective accounting and financial books and records relating to their respective Businesses and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Statement.
Delivery of Closing Statement. As promptly as practicable, but not later than sixty (60) days after the Closing, Buyer shall deliver to the Holder Representative a written statement (the “Proposed Closing Statement”) setting forth in reasonable detail Buyer’s good faith determination of (i) the Closing Cash Amount, (ii) the Closing Debt Amount, (iii) the Closing Net Working Capital and (iv) the Closing Transaction Expenses, and based on such calculations, Buyer’s proposed calculations of the Merger Consideration and the Adjustment Amount. The Proposed Closing Statement shall be prepared on a basis consistent with the Estimated Closing Statement, provided that, to the extent the Estimated Closing Statement was prepared in a manner inconsistent with this Agreement, the requirements of this Agreement shall control. The Parties agree that the purpose of preparing the Proposed Closing Statement and determining the Closing Cash Amount, the Closing Debt Amount, the Closing Net Working Capital and the Closing Transaction Expenses and the related merger consideration adjustment contemplated by this Section 3.6 is to measure the Closing Cash Amount, the Closing Debt Amount, the Closing Net Working Capital and the Closing Transaction Expenses, in each case, in accordance with the applicable defined terms, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Proposed Closing Statement or determining the Closing Cash Amount, the Closing Debt Amount, the Closing Net Working Capital and the Closing Transaction Expenses, or the resulting calculation of Merger Consideration, provided that, to the extent the Estimated Closing Statement was prepared in a manner inconsistent with this Agreement, the requirements of this Agreement shall control. At the Holder Representative’s reasonable written request, Buyer shall, and shall cause the Company and its Subsidiaries and its and their respective officers, employees, agents and representatives to, provide reasonable assistance during regular business hours to the Holder Representative and its agents in their review of the Proposed Closing Statement and shall provide the Holder Representative and its agents access at reasonable times to the personnel, properties, books and records (including any Tax Returns) of the Company and its Subsidiaries to the extent reasonably necessary for such pu...
Delivery of Closing Statement. At least two Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of: (a) Cash (the “Estimated Cash”), (b) Working Capital (the “Estimated Working Capital”), (c) the aggregate amount of Indebtedness of the Company and the Company Subsidiaries as of the Closing (the “Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”) and (e) the resulting Closing Merger Consideration and corresponding Closing Per Share Merger Consideration. With respect to the items set forth on the Estimated Closing Statement, the exchange rate of any currency other than U.S. Dollars shall be determined based on the published Wall Street Journal rate on the date the Estimated Closing Statement is delivered by the Company to Parent.
