EST on the Closing Date. The Closing shall take place on the Closing Date at (i) the offices of Buyer's counsel in Washington, D.C., commencing at 10:00 a.m. EST or (ii) such other mutually acceptable time or place. If, as of the Closing Date, any condition precedent described in Article IX has not been satisfied, the party that is entitled to require that such condition be satisfied may (in its sole discretion) notify the other party of the absence of such condition precedent at or before the Closing and simultaneously therewith postpone the Closing until a date ten (10) days after all such conditions have been (or are able to be) performed, and such postponed date shall constitute the new Closing Date for all purposes hereunder. Each of the parties shall use its reasonable best efforts to obtain any FCC authority necessary to schedule the Closing Date as contemplated in this Section.
EST on the Closing Date. In determining assets and liabilities hereunder, (a) all normal or recurring monthly accounting entries shall be taken into account and all known errors and omissions shall be corrected, (b) all known proper adjustments shall be made, (c) for purposes of calculating the accrued liability or any claim for a refund of income Taxes, the Company shall treat the Closing Date as the last day of their taxable year, (d) any deferred Tax assets or deferred Tax Liabilities established to reflect timing differences between book and Tax income shall not be included in Net Working Capital, (e) any income Tax assets or Liabilities shall not be taken into account, and (f) any liability required to be recorded on the balance sheet pursuant to Financial Accounting Standards Codification No. 740, shall not be reflected as a liability.
EST on the Closing Date. At Closing:
EST on the Closing Date. Within five business days after the Closing, Seller and Buyer will jointly determine the value of the Inventory in accordance with Section 2.5(b) and will value the accounts receivable and accounts payable based on the book value as of the Closing Date, which values will be used to cal- culate the Working Capital Value as of the Closing Date (the "Final WC Value"). If the accounts receivable included within the Final WC Value ("Receivables") and the value of the Inventory exceed the accounts payable included within the Final WC Value ("Payables"), then Buyer will pay Seller within five business days following determination of the Final WC Value, by wire transfer in immediately available funds, the amount of such excess. If the Receivables and the value of the Inventory are less than the Payables, then Seller will pay Buyer within five business days following determination of the Final WC Value, by wire transfer in immediately available funds, the amount of such deficiency. (b) For purposes of calculating the Purchase Price, the value of the Inventory will be determined as follows: (i) Raw materials inventory will be valued at market price; (ii) Work in process inventory will be valued at raw material costs plus standard cost build-up; and (iii) Finished goods inventory will be valued at the price established under the customer contracts covering the inventory, less freight to the extent freight is already included in the customer contract price.
EST on the Closing Date. The Closing shall take place at the offices of Purchaser's counsel, Jaffe, Raitt, Heuer & Weisx, Professional Corporation, One Xxxxxxxx Xxxxxx, Suite 2400, Detroit, Michigan, or at such other location and in such other manner as the Parties may mutually agree.
