Objection to Preliminary Closing Statement Sample Clauses

Objection to Preliminary Closing Statement. Within forty-five (45) calendar days after the Preliminary Closing Statement is delivered to the Purchaser pursuant to Section 2.3(b), the Purchaser shall complete its review of the items set forth on the Preliminary Closing Statement. If the Purchaser objects to the calculation of Net Working Capital, Indebtedness of the Company Parties, Cash of the Company Parties or Company Transaction Expenses as set forth in the Preliminary Closing Statement, then the Purchaser shall inform the Seller on or prior to the last day of such forty-five (45) calendar day period by delivering a written notice to the Seller (a “Closing Statement Objection”) setting forth a specific description of the basis of the Closing Statement Objection and the adjustments to such items that the Purchaser believes should be made. If no Closing Statement Objection is delivered to the Seller within such forty-five (45) calendar day period, then the Purchaser shall be deemed to have accepted the Preliminary Closing Statement and such Preliminary Closing Statement shall constitute the Final Closing Statement.
Sample 1
AutoNDA by SimpleDocs
Objection to Preliminary Closing Statement. Within thirty (30) calendar days after the Preliminary Closing Statement is delivered to Parent pursuant to Section 2.3(b), Parent shall complete its review of the Net Working Capital derived from the Preliminary Closing Statement. If Parent determines that the Preliminary Closing Statement has not been prepared in accordance with Section 2.3(b), then Parent shall inform Buyer on or prior to the last day of such thirty (30) calendar day period by delivering a written notice to Buyer (a “Closing Statement Objection”) setting forth a specific description of the basis of the Closing Statement Objection and the adjustments to Net Working Capital that Parent believes should be made. If no Closing Statement Objection is delivered to Buyer within such thirty (30) calendar day period, then Parent shall be deemed to have accepted the Preliminary Closing Statement.
Sample 1
Objection to Preliminary Closing Statement. Within sixty (60) days after the Preliminary Closing Statement is delivered to Parent pursuant to Section 2.4(b), Parent shall complete its review of the Preliminary Closing Statement. If Parent disagrees with any part of the Preliminary Closing Statement, then Parent shall inform Buyer on or prior to the last day of such sixty (60) day period by delivering a written notice to Buyer (a “Closing Statement Objection”) setting forth a description of the basis of the Closing Statement Objection and the adjustments to the Cash, Debt, Current Assets, Current Liabilities and Net Working Capital that Parent believes should be made. If no Closing Statement Objection is delivered to Buyer within such sixty (60) day period, then Parent shall be deemed to have accepted the Preliminary Closing Statement.
Sample 1
Objection to Preliminary Closing Statement. Within 30 days after Buyer delivers the Preliminary Closing Statement to Seller pursuant to Section 2.3(a), Seller shall complete its review of the Preliminary Closing Statement. If Seller wishes to object to the content of the Preliminary Closing Statement, then Seller shall inform Buyer on or prior to the last day of such 30-day period by delivering a written notice to Buyer (a “Closing Statement Objection”) (i) setting forth a specific description of the basis of the Closing Statement Objection and the adjustments to the Net Working Capital that Seller believes should be made and (ii) only including objections based on mathematical errors or based on the Preliminary Closing Statement not being prepared in accordance with Section 2.3(a). If Seller does not deliver a Closing Statement Objection to Seller within such 30-day period, then Seller shall be deemed to have accepted the Preliminary Closing Statement.
Sample 1
Objection to Preliminary Closing Statement. After the Preliminary Closing Statement is delivered to the Seller Representative pursuant to Section 2.4(a), the Seller Representative shall have thirty (30) days (the “Response Period”) to review, request additional information and clarification regarding and respond to the Preliminary Closing Statement in accordance with this Section 2.4(b). During the Response Period, Buyer shall provide reasonably prompt access, during normal business hours, to any information and personnel of the Company that the Seller Representative shall reasonably request for purposes of validating the information and calculations in the Preliminary Closing Statement and related supporting documentation. If the Seller Representative objects to any of the amounts or calculations set forth on the Preliminary Closing Statement, then the Seller Representative shall notify Buyer on or before the last day of the Response Period by delivering written notice to Buyer (a “Statement Objection”), setting forth a reasonably specific description of the basis of the Statement Objection and the proposed adjustments to the Preliminary Closing Statement that the Seller Representative believes should be made. If no Statement Objection is delivered to Buyer within the Response Period, then the Seller Representative and Buyer shall be deemed to have agreed to the Preliminary Closing Statement for purposes of this Section 2.4(b).
Sample 1
Objection to Preliminary Closing Statement. After the Preliminary Closing Statement and reasonably detailed documentation supporting each calculation therein is delivered to Seller pursuant to Section 2.04(a), Seller shall have thirty (30) days (the “Response Period”) to review, request additional information and clarification regarding and respond to the Preliminary Closing Statement in accordance with this Section 2.04(b). During the Response Period, upon reasonable notice, the Company and Buyer shall permit Seller, at its expense, to visit and inspect the Company’s properties, examine its books of account and records and discuss the Company’s affairs, finances, and accounts with its officers and with officers of Buyer and its Affiliates, during normal business hours of the Company and in a manner that does not interfere with the business and operations of the Company, for purposes of validating the Preliminary Closing Statement, as well as any objections or responses thereto, together with any related or supporting documentation. If Seller objects to any of the amounts or calculations set forth on the Preliminary Closing Statement, then Seller shall notify Buyer on or before the last day of the Response Period by delivering written notice to Buyer (a “Statement Objection”) setting forth a reasonably specific description of the basis of the Statement Objection and the proposed adjustments to the Preliminary Closing Statement that Seller believes should be made. Any Statement Objection may reference only disagreements based on mathematical errors or based on amounts of the Estimated Cash Amount, Estimated Adjusted Net Working Capital Amount, Estimated Indebtedness Amount, and Estimated Company Transaction Expense Amount as reflected on the Preliminary Closing Statement not being calculated in accordance with Section 2.04. Seller shall be deemed to have agreed with all items and amounts of the Estimated Cash Amount, Estimated Adjusted Net Working Capital Amount, Estimated Indebtedness Amount, and Estimated Company Transaction Expense Amount not specifically referenced in the Statement Objection, and such items and amounts shall not be subject to review in accordance with Section 2.04(c). If no Statement Objection is delivered to Buyer within the Response Period, then Seller and Buyer shall be deemed to have agreed to the Preliminary Closing Statement for purposes of this Section 2.04(b).
Sample 1
Objection to Preliminary Closing Statement. After the Preliminary Closing Statement is delivered to Seller pursuant to Section 2.4(a), Seller shall have fifty (50) days (the “Response Period”) to review and respond to the Preliminary Closing Statement in accordance with this Section 2.4(b). If Seller objects to any of the amounts or calculations set forth on the Preliminary Closing Statement, then Seller shall inform Buyer on or before the last day of the Response Period by delivering written notice to Buyer (a “Closing Statement Objection”) setting forth a specific description of the basis of the Closing Statement Objection and the proposed adjustments to the Preliminary Closing Statement that Seller believes should be made. If no Closing Statement Objection is delivered to Buyer within the Response Period, then Seller shall be deemed to have accepted the Preliminary Closing Statement for all purposes hereunder.
Sample 1
AutoNDA by SimpleDocs

Related to Objection to Preliminary Closing Statement

  • Preliminary Closing Statement At least three (3) Business Days prior to the Closing Date, Escrow Agent shall prepare and submit to each of Buyer and the Seller Parties preliminary Closing statements, showing the Parties’ respective amounts of Closing costs, the Deposit, the net credit due to the Seller Parties or Buyer under Section 2.5 and the net amount of funds required to be deposited by Buyer in order to effect Closing hereunder.

  • 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.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Final Closing Statement During the thirty (30) days following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Closing Statement Arbitrator") by either Party for review and resolution. The Closing Statement Arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing. The hearing date will be scheduled by the Closing Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Each Party shall, not later than seven days prior to the hearing date set by the Closing Statement Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Closing Statement that reflects such figures). The figures submitted need not be the figures discussed during prior conversations. The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) within three Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and shall issue the Final Closing Statement reflecting such decisions. The decision of the Closing Statement Arbitrator shall be final and binding on the Parties. The cost of any arbitration (including the fees and expenses of the Closing Statement Arbitrator) pursuant to this Section 3.4(b) shall be borne equally by Buyer and Seller. The fees and disbursements of Seller's independent auditors incurred in connection with the procedures performed with respect to the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer's independent auditors incurred in connection with their preparation of the Notice of Disagreement shall be borne by Buyer. As used in this Agreement, the term "Final Closing Statement" shall mean the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Closing Statement Arbitrator, the Closing Statement issued by the Closing Statement Arbitrator.

  • Preliminary Settlement Statement Seller and Buyer shall execute and deliver the Preliminary Settlement Statement.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Preliminary Title Report Seller will, within five (5) Business Days after the Opening of Escrow, cause the Title Company to deliver a preliminary title report for the Property to Buyer and Seller (the "Title Report") along with copies of all plotted easements and underlying documents referenced therein. Buyer shall have until thirty (30 days prior to the end of the Feasibility Period (the "Title Disapproval Deadline") to notify Seller and Title Company what exceptions to title shown thereon, if any, are unacceptable to Buyer ("Disapproved Exceptions"). Buyer’s failure to deliver to Seller written notice of any Disapproved Exceptions by the end of the Title Disapproval Deadline shall be deemed approval by Buyer of all exceptions to title reported in the Title Report. In the event Buyer timely gives notice of any Disapproved Exception, Seller shall have ten (10) Business Days after receipt of such notice to notify Buyer and Escrow Holder either (1) that Seller will cure or insure over such Disapproved Exception; or (2) that Seller will not cure or insure over such Disapproved Exception. Seller's failure to give such notice with respect to a Disapproved Exception shall constitute an election not to cure or insure over such Disapproved Exception; provided, however, that Seller shall cure any Disapproved Exception which is a deed of trust or other monetary lien encumbering the Property not caused by or on behalf of Buyer and any delinquent property taxes or assessments. Seller shall keep the Property free and clear of all monetary liens and encumbrances not reflected in the Title Report, except for current real property taxes. In the event Seller elects or is deemed to elect not to cure or insure over any Disapproved Exception, Buyer shall have the option within five (5) Business Days after receipt (or five (5) Business Days after the date Seller’s response was due if not given) to terminate this Agreement by written notice to Seller and Escrow Holder to that effect, in which case Buyer shall receive a refund of the Deposit and accrued interest thereon, and no party shall have any further rights or obligations under this Agreement except those which, by their terms, survive the termination hereof.

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Estoppel Statement (a) After request by Lender, Borrower shall within ten (10) Business Days furnish Lender with a statement, duly acknowledged and certified, setting forth (i) the amount of the original principal amount of the Note, (ii) the rate of interest on the Note, (iii) the unpaid principal amount of the Note, (iv) the date installments of interest and/or principal were last paid, (v) any offsets or defenses to the payment of the Debt, if any, and (vi) that the Note, this Agreement, the Mortgage and the other Loan Documents are valid, legal and binding obligations and have not been modified or if modified, giving particulars of such modification.

Time is Money Join Law Insider Premium to draft better contracts faster.