Preparation and Delivery of Post-Closing Statement Sample Clauses

Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than ninety (90) calendar days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Representative a certificate (the “Post-Closing Statement”), executed by an executive officer of Parent, setting forth Parent’s good faith calculation of (i) the amount of Company Closing Cash, (ii) the amount of Company Closing Debt, (iii) the amount of Company Merger Expenses, (iv) the amount of Closing Net Working Capital, together with a calculation of the Total Merger Consideration based on the foregoing amounts as well as reasonably detailed supporting documentation for such calculation and any additional information reasonably requested by the Representative. The Post-Closing Statement shall be prepared in accordance with U.S. GAAP and using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, that were employed in the preparation of the Company Financial Statements and as set forth on Exhibit F. Any component of the Closing Financial Certificate that is not disputed in the Post-Closing Statement shall be final and binding on the Parties and not subject to appeal.
Sample 1Sample 2
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Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than sixty (60) calendar days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Escrow Representative a certificate (the “Post-Closing Statement”), executed by a responsible officer of Parent, setting forth in reasonable detail Parent’s good faith calculation of (A) the amounts of the Company Third-Party Expenses, Company Transaction Expenses and Parent Transaction Expenses, (B) the amount of the Unpaid Pre-Closing Taxes, (C) the amount of the Closing Indebtedness, (D) the Adjusted Net Equity Adjustment Amount and (E) the amount of any Excess Company Bridge Amount, accompanied by reasonably detailed back-up documentation for such calculation and any additional information reasonably requested by the Escrow Representative; provided, however, in the event Parent does not deliver the Post-Closing Statement to the Escrow Representative within such 60-day period the calculation of such amounts as set forth in the Closing Statement shall be final and binding on the parties and not subject to appeal. The Post-Closing Statement shall be prepared in a manner consistent with the Closing Statement. Following the Closing, Parent shall provide the Escrow Representative and its representatives reasonable access at reasonable times and upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company relating to the preparation of the Post-Closing Statement and shall cause the personnel of the Company to reasonably cooperate with the Escrow Representative in connection with its review of the Post-Closing Statement.
Sample 1
Preparation and Delivery of Post-Closing Statement. As soon as reasonably practicable following the Closing, but in no event later than sixty (60) calendar days after the Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Securityholder Representative a certificate (the “Post-Closing Statement”), setting forth Buyer’s good faith calculation of each component of the Total Closing Consideration Adjustment Amount as of the Closing (including an itemized list of each asset and liability reflected in the Closing Net Working Capital), together with a calculation of what Total Closing Consideration would have been at the Closing had such amount been calculated based on the foregoing amounts. The Post-Closing Statement shall be prepared using the Accounting Principles. Any component of the Pre-Closing Statement that is not expressly disputed in the Post-Closing Statement shall be final and binding on the parties hereto and not subject to appeal.
Sample 1
Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than one hundred twenty (120) calendar days after the Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to Seller a certificate (the “Post-Closing Statement”) setting forth Buyer’s determination of the amount of Closing Net Working Capital (including calculations of the Customer Funds and Customer Funds Obligations as of the Closing Date) and the amount by which the Closing Net Working Capital exceeds or is less than the Net Working Capital Target, together with a calculation of the Purchase Price based on the foregoing amounts. For the avoidance of doubt, the calculation of Closing Net Working Capital (x) shall be calculated in accordance with GAAP applied consistently with respect to the same accounting policies, practices and procedures used to prepare the Financial Statements (except to the extent GAAP requires a different policy, practice or procedure than that used to prepare the Financial Statements, then GAAP shall control). In the event that Buyer does not deliver the Post-Closing Statement to Seller within one hundred twenty (120) calendar days after the Closing Date, each item on the Pre-Closing Statement shall be deemed undisputed and the Pre-Closing Statement shall be final and binding on the parties.
Sample 1
Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than one hundred twenty (120) days after the Closing Date, Purchaser shall prepare and deliver, or cause to be prepared and delivered, to Seller Representative a certificate (the “Post-Closing Statement”), executed by an executive officer of Purchaser, setting forth Purchaser’s good faith calculation of (i) the amount of Closing Cash, (ii) the Pre-Closing Asset Purchase Amount, (iii) the Final Gross-Up Amount (including a schedule showing Purchaser’s calculation of the Gross-Up Amount), (iv) the amount of Closing Debt, (v) the amount of Transaction Expenses, and (vi) the amount of Closing Net Working Capital, together with a calculation of the Total Consideration based on the foregoing amounts and the Purchase Price (which shall be $84,000,000 in all cases), as well as reasonably detailed supporting documentation for such calculation and any additional information reasonably requested by Seller Representative. The Post-Closing Statement shall be prepared in accordance with the terms of this Agreement, and in accordance with GAAP. Any component of the Closing Financial Certificate that is not disputed in the Post-Closing Statement shall be final and binding on the parties and not subject to appeal.
Sample 1
Preparation and Delivery of Post-Closing Statement. No later than sixty (60) calendar days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Seller Representative a statement (tlie"Post-Closing Statement"), setting forth Parent's good faith calculation of (i) the aggregate exercise price of all In the Money Company Options, (ii) the amount of Closing Cash, (iii) the amount of Closing Net Working Capital, (iv) the amount of Closing Indebtedness, (v) the amount of Unpaid Transaction Expenses, and (vi) the Aggregate Securityholder Note Amount, togetherwith a calculation of the Merger Consideration based on the foregoing amounts as well as reasonably detailed supporting documentationfor such calculation and any additional information reasonably requested by the Seller Representative. The Post-Closing Statement shall be prepared in accordance with GAAP as applied, to the extent in accordance with GAAP, in a manner consistent with the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments,inclusions, exclusions and valuation and estimation methodologies that were employed in the preparation of the Audited Financial Statements, including as described in the final sentence of Section 1.9(b) (Preparation and Delivery of Pre-Closing Statement) (the "Accounting Principles"). A sample calculation of Closing Net Working Capital using the Accounting Principles is set forth on Xxxxx X.
Sample 1
Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than ninety (90) calendar days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Holder Representative a certificate (the “Post-Closing Statement”), setting forth in reasonable detail Parent’s good faith calculation of the amount of Working Capital at Closing, accompanied by reasonably detailed back-up documentation for such calculation and any additional information reasonably requested by the Holder Representative. The Post-Closing Statement shall be prepared using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies that were employed in the preparation of the Current Balance Sheet.
Sample 1
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Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than ninety (90) calendar days after the Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to Lender a statement (the “Post-Closing Statement”), setting forth Buyer’s good faith calculation of each component of the Aggregate Deduction Amount as of the Closing, together with a calculation of what the Lender Cash Repayment Amount would have been at the Closing had such amount been calculated based on the foregoing amounts, as well as reasonably detailed supporting documentation for such calculation and any additional information reasonably requested by Lender in connection with review of the Post-Closing Statement. In the event that Buyer does not deliver the Post-Closing Statement to Lender within ninety (90) calendar days after the Closing Date, each item on the Pre-Closing Statement shall be deemed undisputed and the Pre-Closing Statement shall be final and binding on the Parties and not subject to appeal.
Sample 1
Preparation and Delivery of Post-Closing Statement. As soon as reasonably practicable following the Closing, but in no event later than sixty (60) calendar days after the Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Securityholder Representative a certificate (the “Post-Closing Statement”), setting forth Buyer’s good faith calculation of each component of the Total Closing Consideration Adjustment Amount (including an itemized list of each asset and liability reflected in the Closing Net Working Capital), together with a calculation of what Total Closing Consideration would have been had such amount been calculated based on the foregoing amounts. The Post-Closing Statement shall be prepared using the Accounting Principles.
Sample 1

Related to Preparation and Delivery of Post-Closing Statement

  • Execution and Delivery of Receipts Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Issuer or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Issuer that any Deposited Securities have been recorded upon the books of the Issuer or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees and expenses of the Depositary for the execution and delivery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

  • Execution and Delivery of Agreement Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties.

  • Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.

  • Execution and Delivery of Documents IT WAS RESOLVED that: (a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture; (b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved; (c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit); (d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded; (e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be); (f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit; (g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement; (h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above; (i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and (j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.

  • Execution and Delivery of Guaranty The execution by each Guarantor of the Indenture (or a supplemental indenture in the form of Exhibit B) evidences the Note Guaranty of such Guarantor, whether or not the person signing as an officer of the Guarantor still holds that office at the time of authentication of any Note. The delivery of any Note by the Trustee after authentication constitutes due delivery of the Note Guaranty set forth in the Indenture on behalf of each Guarantor.

  • Authorization, Execution and Delivery of this Agreement This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

  • Closing and Delivery The purchase price for the Purchased Units is payable by check or wire transfer payable to the Company or its designee in an amount equal to the applicable purchase price per unit multiplied by the number of Units being purchased by such Subscriber.

  • Authority; Execution and Delivery The Company hereby represents and warrants that the Company has full corporate power and authority to enter into this Warrant and to issue Shares in accordance with the terms hereof. The execution, delivery and performance of this Warrant by the Company have been duly and effectively authorized by the Company. This Warrant has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

  • Due Execution and Delivery From and after its delivery to the Administrative Agent, each Loan Document and Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

  • NON-DELIVERY OF POSSESSION In the event Landlord cannot deliver possession of the Premises to Tenant upon the commencement of the Lease term, through no fault of Landlord or its agents, then Landlord or its agents shall have no liability, but the rental herein provided shall xxxxx until possession is given. Landlord or its agents shall have thirty (30) days in which to give possession, and if possession is tendered within such time, Tenant agrees to accept the demised Premises and pay the rental herein provided from that date. In the event possession cannot be delivered within such time, through no fault of Landlord or its agents, then this Agreement and all rights hereunder shall terminate.

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