Pre-Closing Estimate and Reconciliation after Closing Sample Clauses

Pre-Closing Estimate and Reconciliation after Closing. Not later than three (3) Business Days prior to Closing, the parties shall estimate the Adjusted Working Capital for each Acquired Entity utilizing the March 31, 2015 financial statements for each such Acquired Entity and such additional information as the Parties have been able with their diligent efforts to obtain. The Adjusted Working Capital for each Acquired Entity shall be subject to correction and adjustment after Closing, including adjustments to reflect changes from March 31, 2015 to 12:01 a.m. on May 1, 2015, which the parties shall use commercially efforts to complete based on final Adjusted Working Capital calculations for each Acquired Entity delivered by the Buyer to (as applicable) Master Partnership or SG Seller no later than ninety (90) days after the date of Closing. Based upon such Adjusted Working Capital calculations, the Parties jointly shall prepare prior to Closing a separate closing statement (each, an “Acquisition Closing Statement”) for the Acquisition Transaction and the Stone Gate Acquisition Transaction, which shall set forth the applicable Adjusted Working Capital calculations, the allocation of closing costs as set forth in this Agreement and such other items as are required by this Agreement to be included in each Acquisition Closing Statement. Each Acquisition Closing Statement shall be approved by all of the Parties hereto and shall be executed by the Buyer and (as applicable) Master Partnership or SG Seller at Closing, and the items set forth in each Acquisition Closing Statement shall be final, except (x) as set forth in Section 2(d)(iii) above and (ii) if, at any time within ninety (90) days after Closing, any Party discovers any item which was omitted or incorrectly adjusted in any Acquisition Closing Statement, such item shall be adjusted and prorated in the same manner as if its existence or such error had been known at the time of the preparation of such Acquisition Closing Statement, and the Party in whose favor such original omission or error was made shall refund such difference to the other Party promptly after the original omission or error is discovered. Master Partnership and the SG Seller shall take into account the Master Partnership’s and the SG Seller’s, respectively, distributive share (within the meaning of Section 704(b) of the Code) of all items of income, gain, loss, expense, deduction and credit of any Acquired Entity that are allocable to the period ending as of 12:01 a.m. on May 1, 2015 using an ...
Sample 1
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Pre-Closing Estimate and Reconciliation after Closing. Not later than three Business Days prior to Closing, the parties shall estimate prorations utilizing the 2010 calendar year financial statements and the most recent monthly financial statements for the Companies, as of October 31, 2011, and such additional information as the parties have been able with their diligent efforts to obtain, in accordance with the principles set forth in this Appendix 5.1. The prorations shall be subject to correction and adjustment after the Closing, including adjustment to reflect changes from October 31, 2011 to 12:01 a.m. on the day of the Closing, which the parties shall use Commercially Reasonable Efforts to complete no later than April 1, 2012, based upon actual data as of the date of Closing.
Sample 1

Related to Pre-Closing Estimate and Reconciliation after Closing

  • Post-Closing Reconciliation (i) As promptly as practicable, but no later than ninety (90) days following the Closing Date, Parent will prepare and deliver to the Stockholder Representative a statement (the “Closing Statement”) setting forth Parent’s good faith calculation of: (i) the Selling Expenses; (ii) the Closing Indebtedness; (iii) the Closing Cash; (iv) the Net Working Capital (as of the Measurement Time); (v) the Net Working Capital Adjustment Amount (as of the Measurement Time, in a manner consistent with and using only those specific line items set forth in the Preparation Methodology); (vi) the M&A Costs and the M&A Adjustment; (vii) the Final Provider Relief Adjustment and (viii) the Excess Capital Equipment Adjustment determined pursuant Section ‎ 2.8(a), and based thereon a calculation of the Aggregate Merger Consideration. The Closing Statement and the components thereof (and all calculations of Net Working Capital, the Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Selling Expenses, M&A Costs, the M&A Adjustment, Final Provider Relief Adjustment and Aggregate Merger Consideration) shall be prepared and calculated in accordance with GAAP, the Preparation Methodology, and the definitions herein, except that the Closing Statement and the components thereof (and all calculations of Net Working Capital, the Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Selling Expenses, M&A Costs, the M&A Adjustment, Final Provider Relief Adjustment and Aggregate Merger Consideration) shall: (A) not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; be based on facts and circumstances as they exist immediately prior to the Closing and shall exclude the effect of any act, decision or event occurring on or after the Closing except to the extent such act, decision or event provides information about circumstances that existed immediately prior to Closing; and (B) not reflect, directly or indirectly, any additional reserve or accrual that is not reflected on the Latest Balance Sheet, except those that (1) result from material developments occurring after the date of the Latest Balance Sheet but prior to the Closing or (2) would be required to be reflected on the face of a balance sheet prepared in accordance with GAAP, the Preparation Methodology, and the definitions herein. The Parties agree that the purpose of preparing the Closing Statement and components thereof (and all calculations of Net Working Capital, the Net Working Capital Adjustment Amount, Closing Cash, Closing Indebtedness, Selling Expenses, M&A Costs, the M&A Adjustment, Final Provider Relief Adjustment and Aggregate Merger Consideration) is solely to assess the accuracy of the amounts depicted in the Closing Statement and the calculation of the Aggregate Merger Consideration derived therefrom, and such processes are not intended to permit the introduction of different accounting methods, policies, practices, procedures, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements, their classification or presentation or otherwise (including with respect to the nature of accounts, level of reserves or level of accruals) from those used to calculate the amounts set forth in the Preparation Methodology.

  • Cooperation After Closing From and after the Closing Date, each of the parties hereto shall execute such documents and other papers and take such further actions as may be reasonably required or desirable to carry out the provisions hereof and the transactions contemplated hereby.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • Final Adjustment After Closing If final bills are not available or cannot be issued prior to Closing for any item being prorated under Section 8.1, then Purchaser and Seller agree to allocate such items on a fair and equitable basis as soon as such bills are available, final adjustment to be made as soon as reasonably possible after the Closing. Payments in connection with the final adjustment shall be due within thirty (30) days of written notice. All such rights and obligations shall survive the Closing.

  • Actions at Closing At the Closing, the following actions will take place:

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Pre Closing Matters From and after the expiration of the Inspection Period and until the Closing or earlier termination of this Agreement, except as otherwise set forth below:

  • Pre-Closing Actions 6.1. Between the Execution Date and the Closing Date, except as expressly permitted or required by this Agreement or with the prior written consent of the Purchaser, the Companies and the Seller shall:

  • Procedure at the Closing At the Closing, the parties agree to take the following steps in the order listed below (provided, however, that upon their completion all of these steps shall be deemed to have occurred simultaneously):

  • Closing Escrow The Closing shall take place by means of a so called “New York style” escrow (the “Closing Escrow”), and, at or prior to the Closing, the Parties shall enter into a closing escrow agreement with the Escrow Agent with respect to the Closing Escrow in form and substance reasonably acceptable to Seller, Purchaser and the Escrow Agent (the “Closing Escrow Agreement”) pursuant to which (i) the Purchase Price to be paid by Purchaser pursuant to Section 3.3 shall be deposited with Escrow Agent, (ii) all of the documents required to be delivered by Seller and Purchaser at Closing pursuant to this Agreement shall be deposited with Escrow Agent, and (iii) at Closing, the Purchase Price (as adjusted pursuant to Section 3.1) and the Xxxxxxx Money shall be disbursed to Seller and the documents deposited into the Closing Escrow shall be delivered to Seller and Purchaser (as the case may be) pursuant to the Closing Escrow Agreement.

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