Preparation of Closing Sample Clauses

Preparation of Closing. Date Balance Sheet and the Statement. As promptly as practicable and in any event on or before February 16, 1998, SPEED shall cause the Present Accountants to prepare and deliver to KDTI (i) an audited balance sheet for SPEED as at the Closing Date (the "Closing Date Balance Sheet") prepared in accordance with GAAP in the manner used to prepare SPEED's balance sheet as at the Balance Sheet Date and the Audited Financial Statements; provided, however, that for purposes of preparing the Closing Date Balance Sheet only, no Excluded Assets and no Excluded Liabilities shall be included in such balance sheet (and liabilities shall not include any contingent liability for severance or other payments under the employment agreement dated August 22, 1997 with Robexx Xxxx, xx for any liability arising after the Closing Date for the amounts due to a former stockholder under a non-compete agreement dated October 9, 1991, as amended August 16, 1995, or for any liability arising after the Closing Date for the maintenance or repair of Machinery and Equipment included in the Acquired Assets; notwithstanding the foregoing, the parties agree that all accruals required by GAAP with respect to said agreements with Messrs. Heck and Furcx xxx the maintenance or repair obligations shall be reflected in the Closing Date Balance Sheet, and (ii) a statement (the "Statement") setting forth the Book Value. The costs and expenses of the Present Accountants incurred after the Closing in connection with the preparation and delivery of the Closing Date Balance Sheet and the Statement shall be paid by SPEED, except that KDTI shall reimburse SPEED for up to $35,000.00 of the amount charged by the Present Accountants for such work. Not later than 15 business
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Preparation of Closing. Balance Sheet and Determination of Closing Working Capital. (1) Within sixty (60) days following the Closing Date, the Purchaser shall cause the Purchaser’s Auditor to prepare, at the Purchaser’s expense, and deliver to the Vendor: (a) the Closing Balance Sheet of the Corporation as at the open of business on the Closing Date, prepared in accordance with generally accepted accounting principles, applying the same significant accounting policies and practices as applied to the Annual Financial Statements (the “Transaction Accounting Principles”) (the “Closing Balance Sheet”); and (b) a calculation of Working Capital as at the open of business on the Closing Date, calculated in accordance with the Transaction Accounting Principles, including the use of the same line items and line item entries, set forth on and used in preparation of the Sample Calculation (the “Closing Working Capital”). (2) The Closing Working Capital (A) will be determined in accordance with the definitions set forth in this Agreement and using the Transaction Accounting Principles, and (B) (1) will not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement, (2) will be based on facts and circumstances as they exist as of the Closing and will exclude the effects of any act, decision, change in circumstances or event arising or occurring on or after the Closing and (3) will not include any reserve or accrual not reflected in the Sample Calculation. The parties agree that the purpose of preparing the Closing Balance Sheet and determining the Closing Working Capital is solely to accurately measure changes (if any) in the amounts of Working Capital from the Estimated Working Capital in order to determine the Post-Closing Adjustment Amount, and that such processes are not intended to permit the introduction of principles, policies, practices, procedures, methodologies, classifications, methods, conventions, assumptions, judgments or estimation techniques that are different from those used in the calculation of Estimated Working Capital (including any exclusions or deviations from GAAP and the methodology used by the Vendor with respect to accruals and reserves to prepare such estimates). (3) Following receipt of the Closing Balance Sheet and the calculation of the Closing Working Capital, the Vendor will have the Review Period to review them. Durin...
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Preparation of Closing. Adjusted Net Worth Schedule. As soon as practicable, but in any event within 30 days after the Closing Date, the Seller
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Preparation of Closing. Ashland and SC shall meet at least three (3) Business Days prior to the Scheduled Closing Date at the offices of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP in Munich, Germany, or at such other location as agreed upon between the Parties to prepare the Closing Actions set forth under Section 6.8 above. The Parties may commence with the Closing Actions prior to the Scheduled Closing Date but will take at least one Closing Action not prior to the Scheduled Closing Date.
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Preparation of Closing. 14 8. Closing of the Transaction .......................................................................................
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Preparation of Closing. 6.1.1 The Parties shall make all reasonable preparations in order to expedite the consummation of this Agreement as soon as possible after fulfillment of the conditions pursuant to Section 6.2.1 below. 6.1.2 The Purchaser shall make any required merger filings without undue delay (unverzüglich) following the signing of this Agreement, provided, however, that the content of such filings shall require prior written approval of the Seller that cannot be unreasonably withheld. This shall apply, mutatis mutandis, to any further written communication with the relevant merger control authorities. The Seller shall provide the Purchaser with any assistance reasonably requested by the Purchaser in relation to the required merger filings. The Seller and/or its legal advisors shall inform SPX and/or its legal advisors of all substantial contact which the Purchaser has with the merger control authorities. In addition, (i) the Purchaser shall provide to the Seller a copy of all substantial communications sent or received from the merger control authorities without undue delay (unverzüglich)), (ii) the Seller or the Seller’s legal advisors shall be invited to attend all meetings and (iii) the Seller or the Seller’s legal advisors shall be invited to take part in all substantial prearranged telephone conversation meetings with the merger control authorities. A filing cannot be withdrawn or left pending without the written consent of the Seller. 6.1.3 To the extent possible and reasonable, the Purchaser will, with the prior written approval of the Seller, enter into pre-notification discussions with and submit pre-notification submissions to the merger control authorities prior to the signing of this Agreement. 6.1.4 The Purchaser shall and shall cause any member of the Purchaser’s Group to take all steps necessary to obtain approvals from the competent merger control authorities, including, without limitation, (i) all steps necessary to effect the divestment of particular assets or businesses of the Purchaser of any member of the Purchaser’s Group or the BOMAG Group Companies; and (ii) agreeing to enter into a hold-separate arrangement with a trustee approved by the relevant merger control authority pending such divestment. For the avoidance of doubt, neither the Seller nor any member of the Seller’s Group shall be subjected to or obliged to fulfill any conditions or obligations imposed by any competent merger control authority which in any way affect any part of the Sell...
Sample 1
Preparation of Closing. 6.1.1 The Seller shall procure that the Buyer receives: (a) a statement in writing of all amounts owing by the Company or a Subsidiary to a Seller and/or any of the Sellers’ Related Parties and all amounts owing by a Seller and/or any of the Sellers’ Related Parties to the Company or a Subsidiary, cf. clause 6.4.1(e), no later than five Business Days prior to the Closing Date; and (b) draft minutes of the Closing meeting (closing memorandum) no later than five Business Days prior to the Closing Date.
Sample 1
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Preparation of Closing. 5.5.1 The Sellers’ Representative shall procure that the Buyer receives the following no later than five (5) Business Days prior to the Closing Date: (a) a statement of the Sellers’ Bank Account number and other details of the Sellers’ Bank Account necessary for the Buyer to effect payment of the Initial Purchase Price and other payments to be made by the Buyer to the Sellers at Closing; (b) a draft Closing Memorandum; (c) a calculation of the Initial Purchase Price, cf. Clause 3.2.1; (d) a calculation of the Estimated MIP Warrants Settlement Amount and the Estimated MIP Warrants Withholding Amount, cf. Clause 3.2.2, including a statement of the Employing Group Companies’ Bank Account number(s) and other details of the Employing Group Companies’ Bank Account necessary for the Buyer to effect the payment of the Estimated MIP Warrants Withholding Amount to be made by the Buyer to such Employing Group Companies at Closing; and (e) a certificate from the relevant lenders under the Credit Facilities (i) specifying the amounts and currency required to effect full prepayment of the Debt Repayment Amount, (ii) stating all payee account details as will be required by the Buyer to effect payment of the Debt Repayment Amount in accordance with Clause 7.4(e), and (iii) confirming finally and irrevocably and with binding effect for each of the relevant lenders under the Credit Facilities, that subject to performance of the payment instructions as set out in the certificate, all Encumbrances and any other guarantees and security granted in connection with the Credit Facilities shall be deemed to be fully and finally discharged and released, with respect to Clauses 5.5.1(c)-(e), calculated on the basis of the proposed Closing Date.
Sample 1

Related to Preparation of Closing

  • Location of Closing Each Lender and the Issuing Bank acknowledges and agrees that it has delivered, with the intent to be bound, its executed counterparts of this Agreement to the Administrative Agent, c/o King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. Each Loan Party acknowledges and agrees that it has delivered, with the intent to be bound, its executed counterparts of this Agreement and each other Loan Document, together with all other documents, instruments, opinions, certificates and other items required under Section 3.1, to the Administrative Agent, c/o King & Spalding LLP, 0000 Xxxxxx xx xxx Xxxxxxxx, Xxx Xxxx, Xxx Xxxx 00000. All parties agree that the closing of the transactions contemplated by this Agreement has occurred in New York.

  • Effect of Closing All representations, warranties, covenants, and agreements of the parties contained in this Agreement, or in any instrument, certificate, opinion, or other writing provided for in it, shall be true and correct as of the Closing and shall survive the Closing of this Agreement.

  • Delivery of Closing Documents Buyer shall have delivered or caused to be delivered to Seller on the Closing each of the Documents required to be delivered pursuant to Section 9.3.

  • Time of Closing The closing of the Loan shall take place on execution of this Loan Agreement.

  • Delivery of Securities After Closing The Company shall deliver, or cause to be delivered, the respective Securities purchased by each Purchaser to such Purchaser within 3 Trading Days of the Closing Date.

  • Frustration of Closing Conditions None of the Company, Parent or Sub may rely on the failure of any condition set forth in Section 6.01, 6.02 or 6.03, as the case may be, to be satisfied if such failure was caused by such party’s failure to act in good faith or to use its commercially reasonable efforts to consummate the Merger and the other transactions contemplated by this Agreement, as required by and subject to Section 5.03.

  • Satisfaction of Closing Conditions (a) The parties shall use their commercially reasonable best efforts to take all action necessary or appropriate to bring about the satisfaction as soon as possible of all the conditions contained in Section 7. Without limiting the generality of the foregoing, the parties shall apply for and diligently prosecute all applications for, and shall use their commercially reasonable best efforts promptly to obtain, such consents, authorizations and approvals from such third parties and governmental authorities as shall be necessary to permit the consummation of the transactions contemplated by this Merger Agreement, including, without limitation, making the requisite filings with the Federal Trade Commission and the Antitrust Division of the Department of Justice pursuant to the HSR Act and each party will refrain from taking any action which would cause, and shall use its commercially reasonable best efforts to take any action necessary to prevent, any of the representations and warranties made by it in this Merger Agreement not to be true and correct in all material respects at and as of the Closing Date with the same force and effect as then made (except with respect to representation and warranties which are made as of a specific date), subject only to exceptions permitted or expressly contemplated by this Merger Agreement. The Company further covenants and agrees, with respect to any threatened or pending judgment, order, injunction, decree or decision of any governmental authority that will adversely affect the ability of the parties hereto to consummate the transactions contemplated hereby, to use all commercially reasonable efforts to prevent the entry or promulgation thereof and to defend and cooperate with each other in the defending of any legal proceedings, whether judicial or administrative and whether brought derivatively or on behalf of third parties challenging the transaction contemplated hereby as the case may be, it being understood that such efforts shall not include any requirement of the Company to expend material sums of money or grant any material financial or other accommodation. (b) The Buyer agrees to use commercially reasonable best efforts to obtain the financing necessary to consummate the transactions contemplated hereby as soon as possible. The Buyer agrees that any 144A offerings contemplated by the Financing Letters must be consummated prior to October 31, 1998 and that if any such offering is not consummated prior to such date, then the Buyer will be obligated on October 31, 1998 to obtain the bridge loan financing contemplated by the Financing Letter in substitution therefor pursuant to the terms thereof, subject to the conditions for such bridge loan financing set forth in the Financing Letters. The Company agrees to provide, and will cause its subsidiaries and their respective personnel and advisers to provide, all cooperation reasonably requested in connection with the arrangement of such financing, including without limitation, participation in meetings, due diligence sessions, road shows, the preparation of offering memoranda, private placement memoranda, prospectuses and similar documents, the execution and delivery of any commitment letters, underwriting or placement agreements, pledge and security documents, other definitive financing documents, or other requested certificates or documents, including a certificate of the chief financial officer of the Company with respect to solvency matters, comfort letters of accountants as may be reasonably requested by Buyer. Notwithstanding the foregoing, Buyer agrees that the payment of any expenses relating to providing such cooperation, including fees by the Company in connection with any commitment letters, shall be subject to the occurrence of the Closing.

  • POSSESSION AND CLOSING Possession of the Property shall be delivered to Purchaser by Seller at the Closing, subject to the Permitted Exceptions and the rights of the Tenants under Tenant Leases. Purchaser shall make its own arrangements for the provision of public utilities to the Property and Seller shall terminate its contracts with such utility companies that provide services to the Property.

  • Closing Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Extension of Closing Date (a) If Paragraph 8(b) is checked and Closing funds from Buyer’s lender(s) are not available on Closing Date due 55 to Consumer Financial Protection Bureau Closing Disclosure delivery requirements (“CFPB Requirements”), 56 then Closing Date shall be extended for such period necessary to satisfy CFPB Requirements, provided such 57 period shall not exceed 10 days. (b) If an event constituting “Force Majeure” causes services essential for Closing to be unavailable, including the 59 unavailability of utilities or issuance of hazard, wind, flood or homeowners’ insurance, Closing Date shall be 60 extended as provided in STANDARD G.

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