Post-Closing Statements. (a) The Purchaser shall prepare and deliver (or cause to be prepared and delivered) to the Seller a statement (the “Initial Statement”) of (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement T...
Post-Closing Statements. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Parent a statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness as of immediately prior to the Closing (collectively, the “Initial Closing Statement”). The Initial Closing Statement shall be prepared in good faith and shall set forth the calculations of such amounts in accordance with the Accounting Principles.
Post-Closing Statements. (a) Within fifty (50) Business Days after the Closing Date, Parent shall prepare in good faith and deliver to Purchaser a statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness (collectively, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with the preparation of the Estimated Closing Statement.
Post-Closing Statements. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Parent a statement of the Adjustment Amount (the “Initial Post-Closing Adjustment Statement”), setting forth Purchaser’s calculation of the Adjustment Amount in reasonable detail. The Initial Post-Closing Adjustment Statement shall be prepared in accordance with the Transaction Accounting Principles applied consistently with their application in connection with the preparation of the Financial Statements and the Estimated Closing Working Capital.
Post-Closing Statements. (a) Within thirty (30) Business Days after the Closing Date, Buyer shall prepare and deliver to Seller a statement of Working Capital as of the Closing (the “Initial Working Capital Statement”). The Initial Working Capital Statement shall be prepared in accordance with the Working Capital Principles applied consistently with their application in connection with the preparation of the Financial Statements and the Statement of Estimated Closing Working Capital.
Post-Closing Statements. After the Closing Date the Members shall use diligent efforts and shall cooperate in good faith to prepare a statement indicating the Actual Pre-Closing Development Costs, the Actual Pre-Opening Costs and the Actual Pre-Closing Residential Proceeds (“Post-Closing Statement”). MGM shall use best efforts to complete the Post-Closing Statement no later than sixty (60) days following the Closing Date, and MGM shall promptly provide to DW’s accounting and financial advisors all documentation and supporting materials reasonably requested to confirm the amounts indicated in the Post-Closing Statement.
Post-Closing Statements. (a) Within sixty (60) days after the Closing Date, the Acquiror shall prepare and deliver to the Company a statement (the “Estimated Closing Statement”), executed by an officer of the Acquiror, setting forth in reasonable detail the Acquiror’s good faith calculation of the Target Net Working Capital (the “Closing Target”) and the Net Working Capital as of immediately prior to the Closing (“Closing Net Working Capital”). The Acquiror shall provide the Company a reasonable level of supporting documentation for the calculation of the Closing Target and the Closing Net Working Capital and any additional information reasonably requested by the Company and related thereto.
Post-Closing Statements. (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Seller a statement of the Adjusted Net Asset Amount (the “Closing Adjusted Net Asset Statement”), setting forth Purchaser’s good faith calculation of the Adjusted Net Asset Amount in reasonable detail. The Closing Adjusted Net Asset Statement shall be prepared in accordance with the definition of Adjusted Net Asset Amount and in a manner consistent with the Example Adjusted Net Asset Statement.
Post-Closing Statements. (a) Within ninety (90) days after the Closing Date, Seller shall prepare in good faith and deliver to Purchaser a statement setting forth in reasonable detail Purchaser’s calculation of (i) Working Capital as of 12:01 a.m. (New York City time) on the earlier of (A) the Adjustment Date and (B) the Closing Date, (ii) Cash as of 12:01 a.m. (New York City time) on the earlier of (A) the Adjustment Date and (B) the Closing Date, (iii) the Capex Adjustment as of 12:01 a.m. (New York City time) on the earlier of (A) the Adjustment Date and (B) the Closing Date, (iv) Indebtedness as of 12:01 a.m. (New York City time) on the Closing Date, and (v) if applicable, the Timing Adjustment as of 12:01 a.m. (New York City time) on the Closing Date, and Seller’s corresponding calculation of the Closing Adjustments (collectively, the “Initial Closing Statement”). The Initial Closing Statement shall be prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with the Estimated Closing Statement, including the use of the same line item categories set forth on Annex A of Schedule I and in respect of the Timing Adjustment shall be prepared in good faith in accordance with the Timing Adjustment Principles, applied consistently with their application in connection with the applicable Estimated Closing Statement.
Post-Closing Statements. (a) Within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Initial Post-Closing Adjustment Statement”) of the Working Capital as of the Closing (the “Initial Closing Working Capital”) and the Adjustment Amount as of the Closing based on the foregoing (the “Initial Closing Adjustment Amount”), setting forth Purchaser’s good faith calculation of the Initial Closing Working Capital and Initial Closing Adjustment Amount in reasonable detail. The Initial Post-Closing Adjustment Statement shall be prepared in accordance with the Transaction Accounting Principles.
