Final Calculations. (i) No later than May 3, 2017, Buyer shall prepare and deliver to the Representative a statement setting forth Buyer’s good faith estimate of (A) the Target Working Capital and (B) each of the Cash Amount, the outstanding amount of all Funded Debt, the Transaction Expenses, Working Capital, the Working Capital Surplus, if any, and the Working Capital Deficit, if any, in each case as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or the Transaction Expenses on the Closing Date, and, based on such numbers, Buyer’s good faith calculation of the Closing Cash Payment as of the Closing Date (the “Closing Statement”). Upon receipt of the Closing Statement, the Representative and his accountants will be given reasonable access to the Company’s relevant books, records and work papers related to the Closing Statement during reasonable business hours for the purpose of verifying the Closing Statement; provided that such access shall be in a manner that does not reasonably interfere with the normal business operations of Buyer or the Company. If the Representative has any objections to the Closing Statement, then the Representative shall deliver to Buyer a statement (an “Objection Statement”) setting forth in reasonable detail his disputes or objections (the “Objection Disputes”) to the Closing Statement and the Representative’s proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to Buyer within thirty (30) days after receipt of the Closing Statement by the Representative, then the Closing Statement as originally received by the Representative shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and the Representative shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Wolf & Company, P.C. or another independent auditor acceptable to Buyer and the Representative with expertise with transactions of this type (the “Independent Auditor”) to resolve such Objection Disputes. The Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes within thirty (30) da...
Final Calculations. 9.3.4.1 Structural systems 9.3.4.2 Mechanical systems 9.3.4.3 Electrical systems
Final Calculations. Within five (5) calendar days after the Effective Final Settlement Date, the Settlement Administrator will provide Defendant with the final calculation of all funds necessary to make the payments required under this Agreement, including all payments from the Gross Settlement Amount (i.e., the Court- awarded Attorney Fee Award; the Cost Award; Administrative Costs; the Class Representative General Release Payment; and PAGA Payment) and all payments to Participating Class Members from the Net Settlement Amount along with the Employer Payroll Taxes.
Final Calculations. (i) Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Representative (A) a statement setting forth Buyer's good faith calculation of (1) the Working Capital (and the Working Capital Surplus or Working Capital Deficit, if any), (2) the Cash Amount, (3) the outstanding amount of all Funded Debt as of immediately prior to the Closing, (4) the Transaction Expenses Amount and (5) based on the amounts set forth in clauses (1) through (4), the Closing Cash Payment (the "Closing Statement") and (B) all records and work papers necessary to compute and verify the information set forth in the Closing Statement. If Buyer does not deliver the Closing Statement to the Representative within sixty (60) days after the Closing Date, then, at the election of the Representative (acting in its sole discretion), either (x) the Representative may prepare and present the Closing Statement within an additional thirty (30) days thereafter or (y) the Estimated Closing Statement will be deemed to be the final Closing Statement in accordance with this Section 3.04(b). If the Representative elects to prepare the Closing Statement in accordance with the immediately preceding sentence,
Final Calculations. 3.1 No later than twenty-one (21) days after the Bar Date, the Settlement Claims Administrator shall provide to Class Counsel and Defendants’ Counsel: (a) a list of all Authorized Claimants; (b) a list of all Objectors; (c) a list of all Class Members who timely submitted an Opt-out Statement; and (d) the final calculations for all Authorized Claimants’ Settlement Checks, taxes (employer and employee side), and Court-approved Costs and Fees (“Final Calculations”).
Final Calculations. The final calculations of Net Embossed ------------------ Holography Revenues must be confirmed by Ernst & Young LLP. The cost of the accounting efforts will be borne by the Buyer.
Final Calculations. (i) Within thirty (30) days after, as applicable, (A) the final receipt of the accounts receivable of the Companies and their Subsidiaries related to the period beginning on January 1, 2021 and ending on December 31, 2021 that are included in the Net Pre-Closing Medicare AR Schedule (the “2021 Net Pre-Closing Medicare AR”) or (B) the final receipt of the accounts receivable of the Companies and their Subsidiaries related to the period beginning on January 1, 2022 and ending on the Closing Date that are included in the Net Pre-Closing Medicare AR Schedule (the “2022 Net Pre-Closing Medicare AR”), Buyer shall prepare and deliver to the Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the 2021 Net Pre-Closing Medicare AR or the 2022 Net Pre-Closing Medicare AR (as the case may be). If Buyer does not deliver a Closing Statement with respect to the 2021 Net Pre-Closing Medicare AR or the 2022 Net Pre-Closing Medicare AR (as the case may be) to the Seller within thirty (30) days after the final receipt of such 2021 Net Pre-Closing Medicare AR or the final receipt of such 2022 Net Pre-Closing Medicare AR (as the case may be), then, at the election of the Seller (acting in its sole discretion), either (x) the Seller may prepare and present a Closing Statement with respect to such 2021 Net Pre-Closing Medicare AR or such 2022 Net Pre-Closing Medicare AR (as the case may be) within an additional thirty (30) days thereafter or (y) the Estimated Closing Statement with respect to such 2021 Net Pre-Closing Medicare AR or such 2022 Net Pre-Closing Medicare AR (as the case may be) will be deemed to be the final Closing Statement in accordance with this Section 1.11(b). If the Seller elects to prepare a Closing Statement with respect to the 2021 Net Pre-Closing Medicare AR or the 2022 Net Pre-Closing Medicare AR (as the case may be) in accordance with the immediately preceding sentence, then all subsequent references with respect to such 2021 Net Pre-Closing Medicare AR or such 2022 Net Pre‑Closing Medicare AR (as the case may be) in this Section 1.11(b) to Buyer, on the one hand, and the Seller, on the other hand, will be deemed to be references to the Seller, on the one hand, and Buyer, on the other hand, respectively. After delivery of a Closing Statement with respect to the 2021 Net Pre-Closing Medicare AR or the 2022 Net Pre‑Closing Medicare AR (as the case may be), the Seller and its accountants shall be permitted to make i...
Final Calculations. Provide final sealed structural calculations for permitting.
Final Calculations. (a) Not later than ten (10) Business Days after the Interim Closing Date, or such other time as is mutually agreed by IFMI and the PrinceRidge Representative, PrinceRidge shall prepare, or cause to be prepared, and deliver to IFMI, or cause to be delivered, (i) a calculation, in reasonable detail, setting forth the valuation of the Valuation PrinceRidge Securities (the “Final PrinceRidge Securities Value”), identifying the PrinceRidge Identified Securities and including the liquidation value for any PrinceRidge Identified Securities liquidated prior to the date thereof as the valuation for such sold PrinceRidge Identified Securities and (ii) a calculation of the PrinceRidge Membership Equity as of April 30, 2011 based on the Final PrinceRidge Securities Value (the “Final PrinceRidge Membership Equity”).
(b) Not later than ten (10) Business Days after the Interim Closing Date, or such other time as is mutually agreed by IFMI and the PrinceRidge Representative, IFMI shall prepare, or cause to be prepared, and deliver, or cause to be delivered, to PrinceRidge, (i) a calculation, in reasonable detail, setting forth the Contributed Assets Value as of the Interim Closing Date (the “Final Contributed Assets Value”), which shall include the valuation of the Valuation CCCM Securities, identifying the CCCM Identified Securities and including the liquidation price for any CCCM Identified Securities liquidated prior to the date thereof as the valuation for such liquidated CCCM Identified Securities and (ii) a calculation of the CCCM Membership Equity as of the Interim Closing Date based on the Final Contributed Assets Value (the “Final CCCM Membership Equity” and together with the Final PrinceRidge Membership Equity, the Final PrinceRidge Securities Value and the Final Contributed Assets Value, the “Final Calculations”).
(c) It is understood and agreed that for purposes of preparing the Final Calculations, the value of the securities utilized in such calculations will be determined by using: (i) either Pershing Prices or BVAL Prices, if available, provided, that if Pershing Prices or BVAL Prices are not available or preferable, the use of an alternate pricing service or methodology, which service or methodology must be consistent with the parties’ past practice and be in accordance with GAAP, shall be permitted and shall be noted on the applicable Final Calculation, or (ii) if there has been a liquidation of any Identified Securities prior to the end of the PrinceRidg...
Final Calculations
