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 60 calendar days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Seller Representative a certificate (the “Post-Closing Statement”), executed by an executive officer of Parent, setting forth Parent’s good faith calculation of (i) the aggregate exercise price of all Company Options and Company Warrants, (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 Exercise Loans Amount, together with a calculation of the Merger Consideration and Per Share Merger Consideration based on the foregoing amounts as well as reasonably detailed supporting documentation and the Post-Closing Capitalization Table for such calculation. The Post-Closing Statement shall be prepared in accordance with GAAP 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 Financial Statements, including as described in the penultimate sentence of Section 1.9(b), except as set forth on Annex C. In the event that Parent does not deliver the Post-Closing Statement to the Seller Representative within 60 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 hereto and not subject to appeal. The Post-Closing Statement shall include, as an exhibit, a capitalization table (the “Post-Closing Capitalization Table”) setting forth the name of each Securityholder, the number(s) and type(s) of shares of Company Capital Stock, including the shares of Company Capital Stock issuable upon the exercise of Company Warrants and Company Options, held by each such Securityholder and the Final Per Share Merger Consideration, Warrant Consideration or Option Consideration to which each such Securityholder is entitled.
Sample 1
Preparation and Delivery of Post-Closing Statement. As soon as reasonably practicable following the Closing, but in no event later than forty-five (45) 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 pursuant to this Section 1.4.
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 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 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 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
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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
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

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.

  • Preparation and Delivery On or before the date which is 15 days following the date on which the Space Plans are approved (or deemed approved) by Tenant and Landlord, Landlord shall cause to be prepared final working drawings of all improvements to be installed in the Premises and deliver the same to Tenant for its review and approval (which approval shall not be unreasonably withheld, delayed or conditioned).

  • 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.

  • Closing and Delivery of Documents At the Closing, the following shall occur as a single integrated transaction:

  • 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 Closing Documents Seller shall have executed and acknowledged, as appropriate, and shall be ready, willing and able to deliver to Buyer all of the documents described in Section 9.03.

  • Execution and Delivery of Documents On or prior to execution of this Agreement:

  • Execution and Delivery of Amendment The Borrower, the Loan Parties, the Administrative Agent, and the Required Lenders shall have executed and delivered this Amendment, and all other documentation necessary for effectiveness of this Amendment shall have been executed and delivered all to the satisfaction of the Borrower, the Required Lenders and the Administrative Agent.

  • 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.

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