Delivery of the Post-Closing Statement Sample Clauses

Delivery of the Post-Closing Statement. No later than ninety (90) days after the Closing Date, Buyer shall deliver to Seller the Post-Closing Statement prepared by Buyer in good faith, together with supporting documentation used by Buyer in calculating the amounts set forth therein.
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Delivery of the Post-Closing Statement. No later than ninety (90) days after the Closing Date, Xxxxx shall deliver to Seller the Post-Closing Statement prepared by Buyer in good faith, together with supporting documentation used by Buyer in calculating the amounts set forth therein.
Sample 1Sample 2
Delivery of the Post-Closing Statement. No later than ninety (90) days after the Closing Date, Purchaser shall deliver to the Xxxxx Seller a written statement setting forth Purchaser’s good-faith calculations of Net Working Capital as of 11:59 p.m. Eastern Time, on the day before the Closing Date, together with reasonable supporting calculations and documentation used by Purchaser in determining the amounts set forth therein (the “Post-Closing Statement”). The Post-Closing Statement will entirely disregard (x) any and all effects on the assets or liabilities of the Business as a result of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the Transaction and (y) any of the plans, transactions or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with respect to the Business, or any facts or circumstances regarding Purchaser, its Affiliates or any of their other businesses, assets or liabilities.
Sample 1
Delivery of the Post-Closing Statement. No later than 60 days after the Closing Date, Purchaser shall deliver to Seller Parent a Post-Closing Statement, together with reasonable supporting calculations and documentation used by Purchaser in determining the amounts set forth therein. Upon the request of Seller Parent, Purchaser shall promptly provide Seller Parent with any information related to the Business reasonably requested by Seller Parent for purposes of the review and verification of Purchaser’s calculations set forth in the Post-Closing Statement. Any currency conversions made in preparation of the foregoing will be made at the Period End Rate. In the event that Purchaser does not, within the applicable time period set forth in the preceding sentence, deliver a Post-Closing Statement, then, at the election of Seller Parent, in its sole discretion, either (A) the Post-Closing Adjustment Amount shall be deemed to equal zero or (B) Seller Parent may conduct a review of the Seller’s books and the calculation of the Estimated Closing Statement and make any adjustments necessary thereto (“Seller-Prepared Post-Closing Statement”), and upon the determination and delivery of the Seller-Prepared Post-Closing Statement to Purchaser, Purchaser shall have the same rights as provided to Seller Parent with respect to Seller Parent’s review of the Post-Closing Statement under Section 2.11(b)(iii), applicable mutatis mutandis, with respect to its review of the Seller-Prepared Post-Closing Statement, and the parties shall observe the same procedures with respect to any Notice of Objection and Disputed Items arising therefrom. The Post-Closing Statement will entirely disregard (x) any and all effects on the assets or liabilities of the Business as a result of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the Contemplated Transactions and (y) any of the plans, transactions or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with respect to the Business, or any facts or circumstances that are unique or particular to the Purchaser or any of its assets or liabilities.
Sample 1
Delivery of the Post-Closing Statement. No later than 90 days after the Closing Date, Buyers shall deliver to Sellers the Post-Closing Statement, together with supporting documentation used by Buyers in calculating the amounts set forth therein. The Parties agree that the purpose of the Post-Closing Statement is to measure variations in the components taken into consideration in determining the estimates included in the Closing Cash Consideration compared to the actual values to be included in the Final Cash Consideration, and, without limiting the generality of the foregoing, such process is not intended to permit the introduction of accounting principles, practices, methodologies and procedures that conflict with the Accounting Principles or the definitions set forth herein or .
Sample 1
Delivery of the Post-Closing Statement. No later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer the Post-Closing Statement, together with supporting documentation used by Seller in calculating the amounts set forth therein. The Parties agree that the purpose of the Post-Closing Statement is to measure variations in the components taken into consideration in determining the estimates included in the Estimated Closing Statement compared to the actual values, and, without limiting the generality of the foregoing, such process is not intended to permit the introduction of accounting principles, practices, methodologies and procedures that conflict with the Accounting Principles or the definitions set forth herein.
Sample 1

Related to Delivery of the Post-Closing Statement

  • 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.

  • Delivery of the Purchase Price At least one business day prior to the effective date of the Company’s registration statement relating to the IPO (“Registration Statement”), or the date of the exercise of the Over-Allotment Option, if any, the Purchaser agrees to deliver the Initial Purchase Price or Additional Purchase Price, as the case may be, by certified bank check or wire transfer of immediately available funds denominated in United States Dollars to Continental Stock Transfer & Trust Company, a New York corporation (“CST”), which is hereby irrevocably authorized to deposit such funds on the applicable Closing Date to the trust account which will be established for the benefit of the Company’s public shareholders, managed pursuant to that certain Investment Management Trust Agreement to be entered into by and between the Company and CST and into which substantially all of the proceeds of the IPO will be deposited (the “Trust Account”). If the IPO is not consummated within 14 days of the date the Initial Purchase Price is delivered to CST, the Initial Purchase Price shall be returned to the Purchaser by certified bank check or wire transfer of immediately available funds denominated in United States Dollars, without interest or deduction.

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