Pre-Closing Deliverables. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, the Securityholder Representative shall deliver to Purchaser (i) the Payment Schedule, (ii) a statement (the “Estimated Closing Statement”) setting forth the Company’s calculation of its good faith estimates of (A) the amount of Closing Cash (the “Estimated Cash”), (B) the amount of Closing Net Working Capital (the “Estimated Net Working Capital”), (C) the amount of Closing Indebtedness (the “Estimated Indebtedness”), and (D) a schedule showing the amount of Closing Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense (the “Transaction Expenses Schedule”), together in each case of the foregoing (A) through (D) with reasonably detailed supporting information, and (iii) the resulting good faith calculation of the Closing Date Merger Consideration. The Estimated Closing Statement shall be calculated in accordance with this Agreement, including, in the case of Estimated Cash and Estimated Net Working Capital, the Accounting Principles. Each of the Company and the Securityholder Representative shall, and shall cause the Acquired Companies and their representatives to, (I) provide Purchaser with reasonable access to the working papers reasonably relating to the Estimated Closing Statement (subject to the execution of customary work papers access letters, if requested) and such other related book and records reasonably relating to the Estimated Closing Statement and, as applicable, make its representatives reasonably available to Purchaser to discuss the calculation of Closing Date Merger Consideration pursuant to this Section 1.04(a), the Estimated Closing Statement and the Payment Schedule; provided, that such access to representatives shall occur during normal business hours, with reasonable notice, and in a manner that does not unreasonably interfere with the normal business operations of the Company, the Securityholder Representative or their respective Affiliates, and (II) reasonably cooperate with Purchaser in its review of the Estimated Closing Statement, in each case as reasonably requested in connection with the review of the Estimated Closing Statement. The Company shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement and shall consid...
Pre-Closing Deliverables. The Company shall have made the deliveries contemplated by Section 1.3(b).
Pre-Closing Deliverables. (a) Within ten Business Days after the Cut-Off Date, the Company shall deliver to Buyer and CBNA (i) the Schedule of Trust Student Loans and (ii) a statement of the aggregate Trust Certificate Purchase Price, each as of the Cut-Off Date (the “Estimated Trust Certificate Purchase Price”). Buyer and CBNA shall have five Business Days to review and comment on the items listed in clauses (i) and (ii).
(b) The Company shall prepare and deliver, or cause to be prepared and delivered, to Buyer and CBNA not later than ten Business Days after the Cut-Off Date, an estimated unaudited pro forma balance sheet of the Post-Sale Company estimated as of the Closing Date (the “Estimated Pro Forma Balance Sheet”), which (i) shall be derived from the books and records of the Company, (ii) shall be prepared using the same accounting methods, principles, policies, classifications, judgments, estimation methodologies and accounting standards as were utilized in preparing the consolidated balance sheet of the Company reflected in the most recent financial statements contained in the Company SEC Documents filed prior to the date hereof, consistently applied in accordance with GAAP (except for the absence of notes thereto) and (iii) shall give effect to the transactions contemplated by the FFELP Transaction Agreement and the CBNA Transaction Agreement, including the application of the proceeds therefrom to repay all amounts outstanding under the Omnibus Credit Agreement.
(c) If the Parties believe that the Closing will take place on or prior to the fifteenth Business Day of the applicable month, then, in lieu of the Cut-Off Date being the last day of the immediately preceding month, the Cut-Off Date shall be the last day of the month two months prior to the month in which the Closing occurs.
Pre-Closing Deliverables. (a) Not less than ten (10) Business Days prior to the anticipated Closing Date, Seller shall (i) deliver to Purchaser instructions designating the account into which the Estimated Purchase Price, the Share Redemption Cash Consideration, if any, and the repayment of the Closing Date Note shall be deposited by wire transfer on the Closing Date and (ii) prepare, or cause to be prepared (in good faith and in accordance with this Agreement), and deliver to Purchaser and Life Reinsurer:
(1) the Estimated Balance Sheet;
(2) the Estimated EB Volume Adjustment Schedule and the Estimated NB Volume Adjustment Schedule; and
(3) a statement setting forth a reasonably detailed calculation of (A) the Estimated Adjusted Capital and Surplus of the Company, as derived from the Estimated Balance Sheet in accordance with the Form of Capital and Surplus Worksheet, (B) the Estimated EB Volume Adjustment Amount as set forth on the Estimated EB Volume Adjustment Schedule and (C) the Estimated NB Volume Adjustment Amount as set forth on the Estimated NB Volume Adjustment Schedule.
(b) Not less than ten (10) Business Days prior to the anticipated Closing Date, Purchaser shall deliver or cause to be delivered to Seller a request for the resignation of certain directors and officers of the Company.
(c) Seller shall have delivered to Purchaser the list of bank names and other information required in accordance with Section 5.27.
Pre-Closing Deliverables. (i) At least five (5) Business Days prior to the anticipated Closing Date, Sellers shall deliver to Buyer:
(A) if the Estimated Purchase Price is positive, instructions designating the account or accounts to which the Cash Purchase Price shall be deposited by Wire Transfer on the Closing Date and indicating the Seller to which the Buyer Notes and any Equity Consideration will be issued;
(B) a statement substantially in the form of Exhibit F attached hereto (the “Estimated Settlement Statement”) containing pro forma balance sheets of each of the Targets as of the anticipated Closing Date, including supporting work papers, which shall (I) be derived from and consistent with the Books and Records, (II) be prepared in good faith and in accordance with the Agreed Accounting Principles, and (III) set forth, in reasonable detail, the Estimated Capital and Surplus. For purposes of this Agreement, “Estimated Capital and Surplus” means Sellers’ good faith determination of the Capital and Surplus as of the anticipated Closing Date, after adjustment to reflect (w) the Transfer of the Transferred Assets to the Targets pursuant to Section 2(b)(i) and (x) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date but not (y) the impact of the joint §338(h)(10) election on the Targets’ Tax Returns for the period beginning after the Closing Date or (z) any change in Capital and Surplus resulting from any sales of securities contemplated by Section 5(d)(i); and
Pre-Closing Deliverables. (a) Prior to the Closing, the Company shall deliver to Buyer an unaudited combined balance sheet (the “Closing Balance Sheet”) as of a date within three (3) Business Days prior to the Closing Date. The Closing Balance Sheet will be prepared in accordance with GAAP, as reflected in, and consistently applied with, the Company’s fiscal year 2020 combined audited financial statements.
(b) Prior to the execution and delivery of this Agreement by the Parties, the Company shall deliver to Buyer a written notice (the “Company Closing Statement”) duly executed by an officer of the Company and based on the Closing Balance Sheet setting forth: (i) the Company’s reasonable and good faith estimate of the amounts as of the Closing of (A) Cash, (B) Indebtedness of the Company and the PCs, (C) Transaction Costs and (D) Net Working Capital, in each case, including all relevant supporting documentation used by the Company in calculating such amounts, (ii) a calculation of the Closing Cash Payment Amount based upon the foregoing estimates, (iii) an allocation table setting forth, for each Seller, Dand and Ghosh, (A) the domicile address of record, email address and wire instructions for such Person, (B) whether such Person is a current or former employee of the Company or Blocker, (C) the number and class or series of Company Interests or Blocker Stock held by each Seller, (D) the date of acquisition of the Company Interests or Blocker Stock held by each Seller, (E) the Allocable Share of the Closing Cash Payment Amount payable to such Person, (F) the Closing Number of Shares rounded to the nearest whole share, issuable to such Person, as applicable, (G) the Allocable Share of each of the Adjustment Amount, the Adjustment Holdback, the Earnout Amount and the Deferred Payment Amount payable to such Person, in each case, if and to the extent such amounts are finally determined to be payable pursuant to this Agreement, (H) the Allocable Share of the Seller Representative Fund payable to such Person, if and to the extent any amount therein remains following the expiration of the Seller Representative’s obligations pursuant to this Agreement, and (I) each Person’s respective Indemnification Pro Rata Share. The Company Closing Statement and the calculations, allocations and determinations contained therein shall be prepared in accordance with the Organizational Documents of the Company and Blocker. Each of the Company, Blocker and the Sellers have received a copy of the Company Cl...
Pre-Closing Deliverables. The Seller shall:
(i) no later than the date falling five (5) Business Days prior to the Closing Date, deliver to the Purchasers the Estimated NAV Statement;
(ii) no later than the date falling five (5) Business Days prior to the Closing Date, procure that the relevant existing lenders or their security agents in relation to the Existing Mortgages (the “Existing Lenders”) deliver in writing a statement (each such statement a “Bank Payoff Statement” and, together, the “Bank Payoff Statements”) stating the amount required to be received by the relevant finance party (i) as of the last day of the month preceding the date on which the Closing Conditions under Section 3.5 have been fulfilled or validly waived, in order to effect the release of the Existing Mortgages and other security and (ii) for a certain reasonable period after that date (and in any event through the Closing Date), the daily amount of interest accruing per day after that date (the aggregate amount payable on the Closing Date in accordance with such Bank Payoff Statements the “Bank Payoff Amount”); and
(iii) No later than the date falling eight (8) Business Days prior to the Closing Date, deliver to the Purchasers a completeness statement in accordance with the sample attached hereto as Exhibit K, including: a Copies of all German preliminary VAT Tax Returns for the period from the Tax Due Diligence Cut-Off Date through the Closing Date and all German annual VAT Tax Returns for assessment periods from January 1, 2017 through the Closing Date, and all corrections of preliminary VAT and annual VAT Tax Returns that any Owner has filed with Tax authorities during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; b Copies of all German corporate income Tax Returns that any Owner has filed during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; c Copies of all German VAT assessment notices (including amendment notices) for preliminary and assessment periods received by any Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Business Days prior to the Closing Date; d Copies of all German corporate income Tax and Transfer Tax assessment notices (including amendment notices) received by any Owner during the period from the Tax Due Diligence Cut-Off Date through the date that is fifteen (15) Bus...
Pre-Closing Deliverables. No later than three (3) Business Days before the Closing Date, the Company and the Sellers’ Agent, on behalf of the Sellers, shall deliver the following to Buyer, each certified by an officer of the Company and the Sellers’ Agent:
(a) a written statement (the “Estimated Closing Date Cash Consideration Statement”) setting forth good faith estimates of the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), the amount of Transaction Expenses (the “Estimated Transaction Expenses”), and the amount of Closing Cash (the “Estimated Closing Cash”), along with the resulting estimated amount of the Closing Date Cash Consideration (the “Estimated Closing Date Cash Consideration”);
(b) a schedule, in the form and consistent with the parameters set forth in Exhibit A, specifying the allocation of the Estimated Closing Date Cash Consideration, the Post-Closing Stock Issuance, and the Contingent Payments among the Sellers, along with the other information contemplated by Exhibit A, (the “Consideration Allocation Schedule”); and
(c) a memorandum specifying the payments amounts (determined in accordance with the Estimated Closing Date Cash Consideration Statement and the Consideration Allocation Schedule) and wire transfer instructions for all Closing Date payments to be made by Buyer and/or the Company relating to: (A) payment of the Estimated Closing Date Cash Consideration in accordance with the Consideration Allocation Schedule; and (B) payment of any Closing Indebtedness and Transaction Expenses to be paid off on the Closing Date (the “Funds Flow Memorandum”).
Pre-Closing Deliverables. (i) Not later than ten (10) days preceding Closing, Purchaser will deliver to Seller or its representatives a proposed irrevocable funding agreement from investors reasonably satisfactory to Seller, providing funds adequate to enable payment pursuant to this Agreement, through the period during which Further Payments are due as well as payment of any litigation expenses
(ii) Not later than five (5) days prior to Closing, Seller shall notify Purchaser or its representatives in writing, of its consent to close on the basis of the tendered funding agreement, such consent not to be unreasonably withheld.
Pre-Closing Deliverables. Company will have delivered to Parent and the Exchange Agent at least Three (3) Business Days prior to the Closing Date, the following:
(1) the Shareholder List;
(2) the Merger Consideration Spreadsheet;
(3) the Transaction Expense Certificate setting forth the true, correct and complete calculation of all unpaid Transaction Expenses immediately prior to the Effective Time;
(4) a copy of the Written Consent; and
(5) payoff letters reasonably acceptable to Parent with respect to the Debt to be Discharged including any security interest termination statements, any other evidence of release of all related Encumbrances reasonably requested by Parent and acknowledgement that, upon payment of the applicable amount, such Debt to be Discharged will have been paid and discharged in full and Company or any of its Subsidiaries will have been released from any and all Liabilities and obligations under such Debt to be Discharged (the “Payoff Letters”); and
