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.
(b) Following the Closing through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Parent and its Representatives shall be permitted to reasonable access and review, during normal business hours, of the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, of the Transferred Entities and Purchaser that are reasonably related to the calculations of Working Capital and Net Indebtedness, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, cooperate with and assist Parent and its Representatives in connection with such review, including by providing access to such books, records, work papers, assets and premises and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours.
(c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based.
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 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.
(b) During the forty (40)-day period immediately following Parent’s receipt of the Initial Post-Closing Adjustment Statement (the “Review Period”), Parent, Sellers and their representatives will be permitted to review Purchaser’s books, records and work papers to the extent relating to the Initial Post-Closing Adjustment Statement. Purchaser will, and will use its reasonable best efforts to cause its accountants to, cooperate with and assist Parent and Sellers in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required in connection with such review.
(c) Purchaser agrees that, following the Closing through the date that the Final Post-Closing Adjustment Statement becomes final and binding, it will not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Financial Statements or the Initial Post-Closing Adjustment Statement is based, or on which the Final Post-Closing Adjustment Statement are to be based, that are inconsistent with the Transaction Accounting Principles or that would or would reasonably be expected to materially impede or delay the determination of the Adjustment Amount or the preparation of any Notice of Disagreement or the Final Post-Closing Adjustment Statement in the manner and utilizing the methods provided by this Agreement.
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.
(b) Following the Closing through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Purchaser and its Affiliates and Representatives shall be permitted reasonable fulsome access and to review the books, records and work papers of Seller that are reasonably related to the calculation of the Timing Adjustment, Working Capital, the Capex Adjustment and Net Cash, and Seller shall, and shall cause its Affiliates and Representatives to, reasonably cooperate fully with and assist Purchaser and its Affiliates and Representatives in connection with such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably requested, in each case, upon reasonable notice and during normal business hours.
(c) Each of Purchaser and Seller agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), it shall not take or permit to be taken any actions with respect to any accounting books, records, polici...
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.
(b) During the thirty (30)-day period immediately following the Company’s receipt of the Estimated Closing Statement (the “Review Period”), the Company and its Representatives (subject, in each case, to the execution of a customary form of confidentiality agreement) will be permitted to review the Acquiror’s work papers relating to the Estimated Closing Statement, and the Acquiror shall make reasonably available the individuals in its employ responsible for and knowledgeable about the information used in, and the preparation of, the Estimated Closing Statement, to respond to the reasonable inquiries of the Company.
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. As promptly as practicable after the Closing Date, and in any event not later than 120 days after the Closing Date, PPLP shall deliver to Oryx Holdings (i) a statement (the “Oryx Post-Closing Statement”) which shall set forth in reasonable detail PPLP’s good-faith calculation of Oryx Closing Working Capital calculated in accordance with Exhibit J-1 and (ii) a statement (the “Plains Post-Closing Statement” and each of the Plains Post-Closing Statement and the Oryx Post-Closing Statement, a “Post-Closing Statement”) which shall set forth in reasonable detail PPLP’s good-faith calculation of Plains Closing Working Capital calculated in accordance with Exhibit J-2. The Company shall provide Oryx Holdings and PPLP and their authorized Representatives reasonable access during normal business hours to such employees and representatives and such books and records of the Company as are reasonably requested by Oryx Holdings or PPLP to allow PPLP and its authorized representatives to prepare the Post-Closing Statements and to allow Oryx Holdings and its authorized representatives to verify the amounts set forth in the Post-Closing Statements.
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.
(b) During the twenty (20) Business Day period immediately following Seller’s receipt of the Initial Working Capital Statement (the “Review Period”), Seller and its Representatives will be permitted to review Buyer’s books, records and work papers relating to the Initial Working Capital Statement. Buyer will, and will use its reasonable best efforts to cause its accountants to, cooperate and assist in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required.
(c) Buyer agrees that, following the Closing through the date that the Final Working Capital Statement becomes final and binding, it will not take any actions with respect to any accounting books, records, policies or procedures on which the Financial Statements or the Initial Working Capital Statement are based, or on which the Final Working Capital Statement are to be based, that are inconsistent with Working Capital Principles or that would materially impede or delay the determination of the amount of Working Capital as of the Closing Date or the preparation of the Notice of Disagreement or the Final Working Capital Statement in the manner and utilizing the methods provided by this Agreement.
Post-Closing Statements. (a) Within 60 days after the Closing Date, Purchaser Parent shall deliver to Parent a statement of Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses (the “Initial Closing Statement”), calculated in accordance with the Accounting Principles and the terms of this Agreement. The Sellers will, and will use their reasonable best efforts to cause their accountants and other representatives to, cooperate with and assist Purchaser Parent in connection with the preparation of the Initial Closing Statement, including by providing to Purchaser Parent reasonable access upon reasonable notice to their books, records and work papers and making available upon reasonable notice personnel to the extent reasonably required.
(b) Following the Closing through the date that the Final Closing Statement becomes final and binding, the Sellers and their representatives will be permitted to review Purchaser Parent’s and the Transferred Entities’ books, records and work papers relating to the Initial Closing Statement. Purchaser Parent will, and will use its reasonable best efforts to cause its accountants and other representatives to, reasonably cooperate with and assist the Sellers in the conduct of such review, including by providing to Parent and its representatives reasonable access upon reasonable notice to such books, records and work papers and making available upon reasonable notice personnel to the extent reasonably required.
Post-Closing Statements. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Seller a statement (the “Initial Closing Statement”), setting forth, together with reasonable supporting detail, (i) Purchaser’s good-faith calculation of (x) the Net Indebtedness Amount, including the Cash Amounts, Indebtedness Amount and Company Transaction Expenses components thereof, and (y) the Closing Net Working Capital Amount which, in each case, shall be calculated strictly in accordance with the applicable definitions contained in this Agreement and (ii) on the basis of the foregoing, a calculation of the Cash Purchase Price.
(b) Following the Closing through the date that the Final Closing Statement becomes final and binding, Seller and its Representatives shall be afforded copies of, and reasonable access during normal business hours to review, the books and records of Holdco and its Subsidiaries relevant to, and work papers prepared in connection with, the Initial Closing Statement, and Purchaser shall, and shall cause its Representatives (including Holdco and its Subsidiaries) to, reasonably cooperate with and assist Seller and its Representatives in connection with such review, including by providing copies of and access during normal business hours to, such books, records and work papers and making available personnel to the extent reasonably requested.
