PRELIMINARY AND FINAL COMPUTATIONS OF NFA Sample Clauses

PRELIMINARY AND FINAL COMPUTATIONS OF NFA. As part of its diligence processes in this transaction, Sierra intends to have the books and records of the Company audited by certified professional accountants and to have audited financial statements prepared for the Company in compliance with generally accepted accounting principles ("GAAP"). Prior to Closing, Seller and Purchaser shall have their respective accounting groups perform audit work of the Company, with each to bear its own accounting and other expenses incident thereto. If there is a difference in the financial statements, the parties will try to reconcile the differences prior to Closing, it being recognized that the financial data necessary to permit a final computation of NFA may not be available at such time. The parties accordingly agree to estimate NFA at Closing utilizing the audit opinions of both accounting groups and to finalize their calculation of NFA on a post-Closing basis within sixty (60) days following the Closing. At least three (3) business days prior to the Closing, Purchaser shall deliver to Seller, and Seller shall deliver to Purchaser, a preliminary settlement statement, reflecting their good faith estimates of NFA as of the Closing Date based upon the best information then available to them. Upon receipt of these preliminary settlement statements, Seller and Purchaser shall attempt to reconcile any differences they may have regarding the same. If there are any items the parties are unable to reconcile prior to Closing, Purchaser's position shall prevail to enable Closing to proceed, but without prejudice to the right of either party to dispute any item of the final settlement statement. Within forty-five (45) days after the Closing Date, Purchaser shall deliver to Seller an audited balance sheet of the Company for the period ended as of the Closing Date, prepared in accordance with GAAP, and a proposed final settlement statement including Purchaser's final computation of NFA. Seller shall have ten (10) days from its receipt of the such balance sheet and proposed settlement statement to notify Purchaser of its objections, if any, to the information set forth therein, including the opportunity of Seller to have independent auditing or to
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PRELIMINARY AND FINAL COMPUTATIONS OF NFA. As part of its diligence processes in this transaction, Purchaser intends to have the books and records of the Company audited by certified professional accountants and to have audited financial statements prepared for the Company in compliance with generally accepted accounting principles ("GAAP"). Prior to Closing, Seller and Purchaser shall have their respective accounting groups perform audit work of the Company, with each to bear its own accounting and other expenses incident thereto. If there is a difference in the financial statements, the parties will try to reconcile the differences prior to Closing, it being recognized that the financial data necessary to permit a final computation of NFA may not be available at such time. The parties accordingly agree to estimate NFA at Closing utilizing the audit opinions of both accounting groups and to finalize their calculation of NFA on a post-Closing basis within sixty (60) days following the Closing. At least three (3) business days prior to the Closing, Purchaser shall deliver to Seller, and Seller shall deliver to Purchaser, a preliminary settlement statement, reflecting their good faith estimates of NFA as of the Closing Date based upon the best information then available to them. Upon receipt of these preliminary settlement statements, Seller and Purchaser shall attempt to reconcile any differences they may have regarding
Sample 1

Related to PRELIMINARY AND FINAL COMPUTATIONS OF NFA

  • Certain Calculations and Tests (a) Notwithstanding anything in this Agreement or any Loan Document to the contrary, when calculating any applicable ratio or determining other compliance with this Agreement (including the determination of compliance with any provision of this Agreement which requires that no Default or Event of Default has occurred, is continuing or would result therefrom) in connection with a Specified Transaction undertaken in connection with the consummation of a Limited Condition Acquisition, the date of determination of such ratio and determination of whether any Default or Event of Default has occurred, is continuing or would result therefrom or other applicable covenant shall, at the option of the Borrower (the Borrower’s election to exercise such option in connection with any Limited Condition Acquisition, an “LCA Election”), be deemed to be the date the definitive agreements for such Limited Condition Acquisition are entered into (the “LCA Test Date”) and if, after such ratios and other provisions are measured on a Pro Forma Basis after giving effect to such Limited Condition Acquisition and the other Specified Transactions to be entered into in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) as if they occurred at the beginning of the four consecutive fiscal quarter period being used to calculate such financial ratio ending prior to the LCA Test Date, the Borrower could have taken such action on the relevant LCA Test Date in compliance with such ratios and provisions, such provisions shall be deemed to have been complied with. For the avoidance of doubt, (x) if any of such ratios are exceeded as a result of fluctuations in such ratio (including due to fluctuations in Consolidated EBITDA of the Borrower) at or prior to the consummation of the relevant Limited Condition Acquisition, such ratios and other provisions will not be deemed to have been exceeded as a result of such fluctuations solely for purposes of determining whether the Limited Condition Acquisition is permitted hereunder and (y) such ratios and other provisions shall not be tested at the time of consummation of such Limited Condition Acquisition or related Specified Transactions. If the Borrower has made an LCA Election for any Limited Condition Acquisition, then in connection with any subsequent calculation of any ratio or basket availability with respect to any other Specified Transaction on or following the relevant LCA Test Date and prior to the earlier of the date on which such Limited Condition Acquisition is consummated or the date that the definitive agreement for such Limited Condition Acquisition is terminated or expires without consummation of such Limited Condition Acquisition, any such ratio or basket shall be calculated on a Pro Forma Basis assuming such Limited Condition Acquisition and other transactions in connection therewith (including any incurrence of Indebtedness and the use of proceeds thereof) have been consummated; provided, that (other than solely with respect to the incurrence test under which such Limited Condition Acquisition is being made) Consolidated EBITDA, Consolidated Total Assets or assets and Consolidated Net Income of any target of such Limited Condition Acquisition can only be used in the determination of the relevant ratio and baskets if and when such Limited Condition Acquisition has closed.

  • Certain Calculations Unless otherwise specified herein, the following provisions shall apply:

  • Reconciliation and Final Payment Seller and Buyer shall reasonably cooperate after Closing to make a final determination of the allocations and prorations required under this Contract within one hundred eighty (180) days after the Closing Date. Upon the final reconciliation of the allocations and prorations under this Section, the party which owes the other party any sums hereunder shall pay such party such sums within ten (10) days after the reconciliation of such sums. The obligations to calculate such prorations, make such reconciliations and pay any such sums shall survive the Closing.

  • Conditions to Obligations of Each Party to Effect the Merger The respective obligations of each party to this Agreement to effect the Merger shall be subject to the satisfaction at or prior to the Closing Date of the following conditions:

  • Interest Rates Payments and Calculations (a) Interest Rate. -------------

  • Payments and Computations, Etc All amounts to be paid or deposited by Buyer hereunder shall be paid or deposited in accordance with the terms hereof on the day when due in immediately available funds to the account of Originator designated from time to time by Originator or as otherwise directed by Originator. In the event that any payment owed by any Person hereunder becomes due on a day that is not a Business Day, then such payment shall be made on the next succeeding Business Day. If any Person fails to pay any amount hereunder when due, such Person agrees to pay, on demand, the Default Fee in respect thereof until paid in full; provided, however, that such Default Fee shall not at any time exceed the maximum rate permitted by applicable law. All computations of interest payable hereunder shall be made on the basis of a year of 360 days for the actual number of days (including the first but excluding the last day) elapsed.

  • Borrower Information Used to Determine Applicable Interest Rates The parties understand that the applicable interest rate for the Obligations and certain fees set forth herein may be determined and/or adjusted from time to time based upon certain financial ratios and/or other information to be provided or certified to the Lenders by the Borrower (the “Borrower Information”). If it is subsequently determined that any such Borrower Information was incorrect (for whatever reason, including without limitation because of a subsequent restatement of earnings by the Borrower) at the time it was delivered to the Administrative Agent, and if the applicable interest rate or fees calculated for any period were lower than they should have been had the correct information been timely provided, then, such interest rate and such fees for such period shall be automatically recalculated using correct Borrower Information. The Administrative Agent shall promptly notify the Borrower in writing of any additional interest and fees due because of such recalculation, and the Borrower shall pay such additional interest or fees due to the Administrative Agent, for the account of each Lender, within five (5) Business Days of receipt of such written notice. Any recalculation of interest or fees required by this provision shall survive the termination of this Agreement, and this provision shall not in any way limit any of the Administrative Agent’s, the Issuing Bank’s, or any Lender’s other rights under this Agreement.

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

  • Additional Conditions to Obligations of Target The obligations of Target to consummate and effect this Agreement and the transactions contemplated hereby shall be subject to the satisfaction at or prior to the Effective Time of each of the following conditions, any of which may be waived, in writing, by Target:

  • Additional Conditions to Obligations of Seller The obligation of Seller to consummate the Transactions shall also be subject to the satisfaction or waiver (where permissible), on or prior to the Closing Date, of each of the following conditions:

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