Preparation of Closing Statement. (a) Within sixty (60) days after the Closing Date, the Agent shall cause to be prepared and delivered to the Invesque Parties a balance sheet of the REIT and its Subsidiaries, on a consolidated basis and in a manner consistent with the Reference Balance Sheet, setting forth the assets and liabilities of the REIT and its Subsidiaries as of the close of business on the day before the Closing Date, which balance sheet shall have been prepared in accordance with GAAP (provided that such balance sheet shall not include footnotes but shall include typical month-end or year-end adjustments based on the assumption that the day preceding the Closing Date were such month-end or year-end, as the case may be), together with a statement (together with supporting calculations in reasonable detail) (the “Closing Statement”) of the Closing Working Capital (prepared in accordance with the Working Capital Schedule) and the Closing Indebtedness. For greater certainty, the calculation of Closing Working Capital for purposes of the Closing Statement shall not include any liability in respect of the Purchase Price Adjustment Reserve Amount.
(b) The Closing Statement shall become final and binding upon the Parties on the forty-fifth (45th) day following the date on which the Closing Statement was delivered to the Invesque Parties, unless an Invesque Party delivers written notice of its disagreement with the Closing Statement (a “Notice of Disagreement”) to the Agent prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by Agent prior to the forty-fifth (45th) day following the date on which the Closing Statement was delivered to the Invesque Parties, then the Closing Statement (as revised in accordance with this sentence) shall become final and binding upon Agent, the Unitholders and the Invesque Parties on the earlier of (A) the date Agent and the Invesque Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (B) the date any disputed matters are finally resolved in writing by the Accounting Firm. The Invesque Parties shall be deemed to have agreed with all other items and amounts set forth in the Closing Statement other than those specified in a Notice of Disagreement. During the fourteen (14)-day period following the delivery of a Notice of Disagreement, the Agent and the Invesque Parties shall s...
Preparation of Closing Statement. As promptly as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement setting forth its calculation of (i) Closing Working Capital, (ii) Closing Cash, and (iii) Closing Debt (such statement, the “Closing Statement”).
Preparation of Closing Statement. The Closing Statement (and all calculations of Working Capital Assets, Working Capital Liabilities and Net Working Capital) shall be prepared and calculated in accordance with the same accounting methodologies, principles and procedures used in, and on a basis consistent with, those applied by the AUC Entities in preparing the Interim Financial Statements and the Model Statement (including calculating reserves in accordance with the same methodology used to calculate such reserves in preparation of the Interim Financial Statements and Model Statement) and in accordance with GAAP, as modified in accordance with the accounting conventions and procedures set forth on Schedule 1.3(a), except that the Closing Statement shall (i) not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement, and (ii) be based on facts and circumstances as they exist on the Closing Date and shall exclude the effect of any act, decision or event occurring after the Closing.
Preparation of Closing Statement. Within five days after the Closing Date, Buyer shall deliver to Seller its proposed (i) Closing Balance Sheet, prepared in accordance with the Accounting Standards, (ii) calculation of Closing Net Book Value, derived from the Closing Balance Sheet and prepared consistent with the Closing Net Book Value Example, and (iii) Post-Closing Adjustment, each prepared in good faith. The “Post-Closing Adjustment” is an amount equal to Closing Net Book Value, as finally determined pursuant to this Section 1.7, minus the Estimated Purchase Price. If the Post-Closing Adjustment is a positive number, Buyer shall pay Seller an amount equal to the Post-Closing Adjustment in accordance with Section 1.7(g). If the Post-Closing Adjustment is a negative number, Seller shall pay Buyer an amount equal to the Post-Closing Adjustment in accordance with Section 1.7(g).
Preparation of Closing Statement. Within thirty (30) Business Days after the Closing Date, Via Varejo shall prepare and deliver to Cnova NV a statement substantially in the form of Exhibit D (the "Closing Statement") setting forth: (a) the calculation of Closing Net Debt, (b) the calculation of Closing Working Capital, (c) the calculation of the Closing Amount, (d) the calculation of the Adjustment Amount and (e) the calculation of the Post-Closing Adjustment. The Closing Statement will be prepared in accordance with the Applicable Accounting Principles.
Preparation of Closing Statement. As promptly as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement setting forth its calculation of (i) Closing Working Capital, (ii) Closing Cash, and
Preparation of Closing Statement. Within ten (10) business days -------------------------------- after the first anniversary of the Closing Date (the "Anniversary Date"), PharmaCare, on behalf of itself and the other Buyers, shall prepare and deliver to Seller a statement (the "Closing Statement") showing the volume of prescription fillings (including original filling and subsequent refills) ("Prescription Fillings") during the one-year period following the Closing Date attributable to each line of business comprising the Division, i.e., traditional mail order, specialty mail order and retail pharmacy, in each case from (i) each client of Seller listed on Schedule 2.4(a)(i) that on the Anniversary Date ------------------ remains under contract to, and, within the ninety (90) days prior to the Anniversary Date, had any claim activity or submitted a current eligibility list or update to, a Buyer or any subsequent assignee of, or successor to, the assets comprising the business currently operated as the Division and has not submitted a written notice of termination of such contract (or oral notice of termination in the case of a contractual relationship that is not in writing), (ii) any party that becomes a client of a Buyer due to Seller's relationship with any of the brokers, agents or third-party administrators listed on Schedule 2.4(a)(ii) ------------------- that on the Anniversary Date is under contract to, and, within the ninety (90) days prior to the Anniversary Date, had any claim activity or submitted a current eligibility list or update to, a Buyer or any subsequent assignee of, or successor to, the assets comprising the business currently operated as the Division and that has not submitted a written notice of termination of such contract (or oral notice of termination in the case of a contractual relationship that is not in writing), and (iii) each party identified on Schedule 2.4(a)(iii) that on -------------------- the Anniversary Date is under contract to, and, within the ninety (90) days prior to the Anniversary Date, had any claim activity or submitted a current eligibility list or update to, a Buyer or any subsequent assignee of, or successor to, the assets comprising the business currently operated as the Division and has not submitted a written notice of termination of such contract (or oral notice of termination in the case of a contractual relationship that is not in writing). The Prescription Fillings volume during the one-year period following the Closing Date from par...
Preparation of Closing Statement. 1 PREPARATION
Preparation of Closing Statement. The Closing Statement (and all calculations of Target Working Capital, Working Capital, the Cash Amount, Funded Debt and the Transaction Expenses) shall be prepared and calculated in accordance with the same or substantially similar accounting methodologies, principles and procedures used in, and on a basis consistent with, those applied in preparing the Financial Statements (collectively, the “Accounting Principles”) except that the Closing Statement (and all calculations of Target Working Capital, Working Capital, the Cash Amount, Funded Debt and the Transaction Expenses) shall not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement.
Preparation of Closing Statement. After the Closing, Buyer shall prepare a statement (the "CLOSING STATEMENT") of Net Working Capital as of the close of business on the Closing Date (the "CLOSING NET WORKING CAPITAL"). The Closing Statement shall be prepared in accordance with GAAP applied on a basis consistent with the Reference Net Working Capital. The parties shall conduct a physical count of the inventory of Seller as of the close of business on or about the Closing Date. The Auditors and Seller's accountants may observe the inventory count which shall be used to prepare the Closing Statement. Buyer shall engage the Auditors to examine the Closing Statement in accordance with generally accepted auditing standards and make all adjustments necessary for the Closing Statement to be presented in accordance with GAAP. Buyer shall bear the fees and expenses of the Auditors.
