Draft Closing Statement. (i) As soon as practicable following the Effective Time, Parent will cause the Surviving Corporation to prepare a report setting forth the actual amounts of the Initial Merger Consideration Inputs as of the date hereof and the Effective Time, along with a summary showing in reasonable detail the Surviving Corporation’s calculation of such amounts (the “Draft Closing Statement”). Parent shall deliver the Draft Closing Statement to the Shareholders’ Representative not later than ninety (90) days following the Closing Date.
(ii) The Draft Closing Statement shall also set forth the determination of Net Closing Cash and the Net Closing Cash True-Up Amount, if any.
Draft Closing Statement. (i) Within thirty (30) days after the Closing Date, Buyer will prepare and deliver to Sellers a statement evidencing its final determination of the Indebtedness, Transaction Expenses, Estimated Work in Process Amount and Net Working Capital (the “Draft Closing Statement”) for the Company as of the close of business on the Closing Date (determined on a pro forma basis as though the parties had not consummated the transactions contemplated by this Agreement). The Draft Closing Statement will be prepared in accordance with GAAP applied on a consistent basis with the Financial Statements and, as to Net Working Capital, in a manner consistent with the preparation of the attached Exhibit B.
(ii) If Sellers have any objections to the Draft Closing Statement, they shall deliver a detailed statement describing such objections to Buyer within fifteen (15) days after receiving the Draft Closing Statement. Buyer and Sellers shall use commercially reasonable efforts to resolve any such objections themselves. If the parties do not reach a final resolution within thirty (30) days after Buyer has received the statement of objections, however, either Buyer or Sellers may submit the matter to BDO USA, LLC (the “Accounting Referee”) to resolve any remaining objections. Only the amounts in dispute (the aggregate of all such amounts, the “Disputed Amounts”) will be referred to the Accounting Referee for final determination. The determination of the Accounting Referee shall be issued in writing within forty-five (45) days of such referral. The final determination of the Disputed Amounts shall be based solely on presentations by Buyer and Sellers and shall not involve the Accounting Referee’s independent review, and the Accounting Referee shall not be authorized to assign a value outside of the range established by Buyer’s position as set forth in the Draft Closing Statement and by Sellers’ collective position as set forth in their written objection(s). The determination by the Accounting Referee pursuant to the foregoing shall be final, binding upon and non-appealable by the parties. The Buyer, on the one hand, and the Sellers, on the other hand, shall bear the fees and expenses of the Accounting Referee in the proportion that the aggregate amount of such Disputed Amounts so submitted to the Accounting Referee that are unsuccessfully disputed by each such party, as finally determined by the Accounting Referee, bears to the total amount of such remaining Disputed Amounts.
(iii) ...
Draft Closing Statement. (a) Within sixty (60) Business Days after the Initial Closing Date, the Purchaser shall draw up the Closing Accounts and provide them to the Vendors Representative together with a written statement (the "Draft Closing Statement") setting out:
(i) the proposed amount of the Net Debt, the Net Debt Adjustment, the Working Capital, and the Working Capital Adjustment ; and
(ii) the proposed amount of the First Tranche Purchase Price calculated in accordance with Clause 3.1 (First Tranche Purchase Price) and the corresponding amount of the First Tranche Purchase Price Adjustment.
Draft Closing Statement. Within sixty (60) calendar days after the Closing Date, the Purchaser shall draw up the Closing Accounts and provide them to the Sellers’ Agent together with a written statement (the “Draft Closing Statement”) setting out:
(i) the proposed amount of the Closing Net Debt, the Closing Working Capital and the Closing Capital Expenditure (all determined from the Closing Accounts), together with such evidence as the Purchaser may have to support such calculations; and
(ii) the proposed amount of the Purchase Price (calculated in accordance with Article 4.1) and of the Purchase Price Adjustment.
Draft Closing Statement. As soon as practicable following the Closing, Buyer shall prepare a report setting forth the actual amounts of the Closing Cash Consideration Inputs, along with a summary showing in reasonable detail the Buyer’s calculation of such amounts (the “Draft Closing Statement”). Buyer shall deliver the Draft Closing Statement to the Sellers’ Representative not later than forty-five (45) days following the Closing Date.
Draft Closing Statement. (As of , 2010)
Draft Closing Statement. (i) As soon as practicable following the Merger 1 Effective Time, Parent may cause the Surviving Corporation to prepare a report setting forth the actual amounts of the Additional Cash Merger Consideration Inputs as of the date hereof and the Merger 1 Effective Time, along with a summary showing in reasonable detail the Surviving Corporation’s calculation of such amounts (the “Draft Closing Statement”). If it so elects to prepare a Draft Closing Statement, Parent shall deliver the Draft Closing Statement to the Stockholders’ Representative not later than sixty (60) days following the Closing Date.
(ii) The Draft Closing Statement shall also set forth the calculation of (1) Signing Date Net Cash Adjustment Amount, (2) Signing Date Net Working Capital Adjustment Amount, (3) the amount by which the Closing Date Net Working Capital is less than the Net Working Capital Target, if applicable (such amount, the “Closing Date Net Working Capital Deficiency Amount”), and (4) the amount by which the Estimated Closing Date Net Working Capital Deficiency Amount is greater than the Closing Date Net Working Capital Deficiency Amount, if applicable (such amount the “Closing Date Net Working Capital True-Up Amount”).
Draft Closing Statement. Within twenty Business Days following Closing, the Purchaser shall cause to be prepared and delivered to the Sellers, on behalf of the Acquiring Party, unaudited balance sheets of each of the Companies as at Closing prepared in accordance with the requirements of Dutch GAAP and on bases and principles which have been applied for the 2014 Accounts and a statement in the form of a spreadsheet setting out its calculation of the Closing Net Working Capital Amount and the Closing Net Cash Amount (together the “Draft Closing Statement”).
Draft Closing Statement. Promptly after the Closing Date, the Purchaser shall prepare and deliver to the Vendors no later than the 90th day following the Closing Date, a statement (the “Draft Closing Statement”) setting forth the following:
(a) a draft of the Closing Date Balance Sheet;
(b) a calculation of the Closing Date Working Capital;
(c) a calculation of the Closing Date Indebtedness;
(d) a calculation of the Closing Transaction Expenses; and
(e) a calculation of the Purchase Price (excluding the Initial Earnout Amount, the Earnout Adjustment Amount and the MK4 Working Capital Adjustment Amounts) based on the foregoing.
Draft Closing Statement. As soon as practicable following the Effective Time, Parent shall cause the Surviving Corporation to prepare a report setting forth the actual amounts of the Initial Cash Merger Consideration Inputs, along with a summary showing in reasonable detail the Surviving Corporation’s calculation of such amounts (the “Draft Closing Statement”). Parent shall deliver the Draft Closing Statement to the Stockholders’ Representative not later than forty-five (45) days following the Closing Date.
