Common use of Interim Period Cash Flow Statement Clause in Contracts

Interim Period Cash Flow Statement. Within 60 days after the Closing Date an unaudited cash flow statement for the Surviving Corporation for the Interim Period (the "Interim Period Cash Flow Statement") shall be prepared by PentaStar and delivered by PentaStar to the Shareholder. The Interim Period Cash Flow Statement shall be prepared based upon the actual cash flows of the Surviving Corporation during the Interim Period and shall set forth (A) the actual amount of cash collections by the Surviving Corporation during the Interim Period and each item thereof, and the specific dates on which such collections were received, (B) the aggregate amount of cash disbursements by the Surviving Corporation during the Interim Period for Liabilities, including payroll, commissions, rent and accounts payable, and each item thereof, and (C) the difference between (A) over (B). Within 30 days after receipt of the Interim Period Cash Flow Statement, the Shareholder shall, in a written notice to PentaStar, either accept the Interim Period Cash Flow Statement, or object to it by describing in reasonable specific detail any proposed adjustments to the Interim Period Cash Flow Statement and the estimated amounts of and reasons for such proposed adjustments. The failure by the Shareholder to object to the Interim Period Cash Flow Statement within such 30-day period shall be deemed to be an acceptance by the Shareholder of the Interim Period Cash Flow Statement. If any adjustments to the Interim Period Cash Flow Statement are proposed by the Shareholder within such 30-day period, the dispute shall be resolved as provided in Section 2.1(o).

Appears in 1 contract

Samples: Merger Agreement (Pentastar Communications Inc)

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Interim Period Cash Flow Statement. Within 60 days after the Closing Date an unaudited cash flow statement for the Surviving Corporation Acquiror for the Interim Period (the "Interim Period Cash Flow Statement") shall be prepared by PentaStar and delivered by PentaStar to the ShareholderShareholders' Agent. The Interim Period Cash Flow Statement shall be prepared based upon the actual cash flows of the Surviving Corporation Acquiror during the Interim Period and shall set forth (A) the actual amount of cash collections by the Surviving Corporation Acquiror during the Interim Period and each item thereof, and the specific dates on which such collections were received, (B) the aggregate amount of cash disbursements by the Surviving Corporation Acquiror during the Interim Period for Liabilities, including payroll, commissions, rent and accounts payable, and each item thereof, and (C) the difference between (A) over (B). Within 30 20 days after receipt of the Interim Period Cash Flow Statement, the Shareholder Shareholders' Agent shall, in a written notice to PentaStar, either accept the Interim Period Cash Flow Statement, or object to it by describing in reasonable specific detail any proposed adjustments to the Interim Period Cash Flow Statement and the estimated amounts of and reasons for such proposed adjustments. The failure by the Shareholder Shareholders' Agent to object to the Interim Period Cash Flow Statement within such 3020-day period shall be deemed to be an acceptance by the Shareholder Shareholders of the Interim Period Cash Flow Statement. If any adjustments to the Interim Period Cash Flow Statement are proposed by the Shareholder Shareholders' Agent within such 3020-day period, the dispute shall be resolved as provided in Section 2.1(o).

Appears in 1 contract

Samples: Merger Agreement (Pentastar Communications Inc)

Interim Period Cash Flow Statement. Within 60 days after the Closing Date an unaudited cash flow statement for the Surviving Corporation Acquiror for the Interim Period (the "Interim Period Cash Flow Statement") shall be prepared by PentaStar and delivered by PentaStar to the ShareholderCompany. The Interim Period Cash Flow Statement shall be prepared based upon the actual cash flows of the Surviving Corporation Acquiror during the Interim Period and shall set forth (A) the actual amount of cash collections by the Surviving Corporation Acquiror during the Interim Period and each item thereof, and the specific dates on which such collections were received, (B) the aggregate amount of cash disbursements by the Surviving Corporation Acquiror during the Interim Period for Liabilities, including payroll, commissions, rent and accounts payable, and each item thereof, and (C) the difference between (A) over (B). Within 30 20 days after receipt of the Interim Period Cash Flow Statement, the Shareholder Company shall, in a written notice to PentaStar, either accept the Interim Period Cash Flow Statement, Statement or object to it by describing in reasonable specific detail any proposed adjustments to the Interim Period Cash Flow Statement and the estimated amounts of and reasons for such proposed adjustments. The failure by the Shareholder Company to object to the Interim Period Cash Flow Statement within such 3020-day period shall be deemed to be an acceptance by the Shareholder Company of the Interim Period Cash Flow Statement. If any adjustments to the Interim Period Cash Flow Statement are proposed by the Shareholder Company within such 3020-day period, the dispute shall be resolved as provided in Section 2.1(o2.3(f).

Appears in 1 contract

Samples: Purchase Agreement (Pentastar Communications Inc)

Interim Period Cash Flow Statement. Within 60 days after the Closing Date an unaudited cash flow statement for the Surviving Corporation Acquiror for the Interim Period (the "Interim Period Cash Flow Statement") shall be prepared by PentaStar and delivered by PentaStar to the ShareholderShareholders, with access to review all work papers supporting the Closing Date Balance Sheet. The Interim Period Cash Flow Statement shall be prepared based upon the actual cash flows of the Surviving Corporation Acquiror during the Interim Period and shall set forth (A) the actual amount of cash collections by the Surviving Corporation Acquiror during the Interim Period and each item thereof, and the specific dates on which such collections were received, (B) the aggregate amount of cash disbursements by the Surviving Corporation Acquiror during the Interim Period for Liabilities, including payroll, commissions, rent and accounts payable, and each item thereof, and (C) the difference between (A) over (B). Within 30 days after receipt of the Interim Period Cash Flow Statement, the Shareholder Shareholders shall, in a written notice to PentaStar, either accept the Interim Period Cash Flow Statement, or object to it by describing in reasonable specific detail any proposed adjustments to the Interim Period Cash Flow Statement and the estimated amounts of and reasons for such proposed adjustments. The failure by the Shareholder Shareholders to object to the Interim Period Cash Flow Statement within such 30-day period shall be deemed to be an acceptance by the Shareholder Shareholders of the Interim Period Cash Flow Statement. If any adjustments to the Interim Period Cash Flow Statement are proposed by the Shareholder Shareholders within such 30-day period, the dispute shall be resolved as provided in Section 2.1(o).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Pentastar Communications Inc)

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Interim Period Cash Flow Statement. Within 60 days after the Closing Date an unaudited cash flow statement for the Surviving Corporation NetLink Division for the Interim Period (the "Interim Period Cash Flow Statement") shall be prepared by PentaStar and delivered by PentaStar to the ShareholderShareholders. The Interim Period Cash Flow Statement shall be prepared based upon the actual cash flows of the Surviving Corporation NetLink Division during the Interim Period and shall set forth (A) the actual amount of cash collections by the Surviving Corporation NetLink Division during the Interim Period and each item thereof, and the specific dates on which such collections were received, (B) the aggregate amount of cash disbursements by the Surviving Corporation NetLink Division during the Interim Period for Liabilities, including payroll, commissions, rent and accounts payable, and each item thereof, and (C) the difference between (A) over (B). Within 30 20 days after receipt of the Interim Period Cash Flow Statement, the Shareholder Shareholders shall, in a written notice to PentaStar, either accept the Interim Period Cash Flow Statement, or object to it by describing in reasonable specific detail any proposed adjustments to the Interim Period Cash Flow Statement and the estimated amounts of and reasons for such proposed adjustments. The failure by the Shareholder Shareholders to object to the Interim Period Cash Flow Statement within such 3020-day period shall be deemed to be an acceptance by the Shareholder Shareholders of the Interim Period Cash Flow Statement. If any adjustments to the Interim Period Cash Flow Statement are proposed by the Shareholder Shareholders within such 3020-day period, the dispute shall be resolved as provided in Section 2.1(o).

Appears in 1 contract

Samples: Merger Agreement (Pentastar Communications Inc)

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