Preparation of Closing Statement. Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Sellers’ Representative a statement as of the Closing (the “Final Calculation”) setting forth its calculation of each of the following:
(i) the Closing Cash;
(ii) the Closing Net Working Capital;
(iii) the Company Transaction and Bonus Expenses;
(iv) the Company Debt; and
(v) the resulting Final Purchase Price. The Final Calculation shall be accompanied by such supporting documentation reasonably necessary to derive the numbers set forth therein. The Final Calculation shall be final, conclusive and binding upon the Parties unless Sellers’ Representative delivers a written notice to Buyer of any objection to the Final Calculation (the “Objection Notice”) within thirty (30) days (the “Objection Period”) after delivery of the Final Calculation. Any Objection Notice must set forth in reasonable detail (x) any item on the Final Calculation that Sellers’ Representative believes has not been prepared in accordance with this Agreement and the correct amount of such item and (y) Sellers’ Representative’s alternative calculation of the Closing Cash, the Closing Net Working Capital, the Company Transaction and Bonus Expenses or Company Debt, as the case may be. Any Objection Notice must specify, with reasonable particularity, all facts and all documents relied upon by Sellers’ Representative that form the basis of such disagreements. If Sellers’ Representative gives any such Objection Notice within the Objection Period, then Sellers’ Representative and Buyer shall attempt in good faith to resolve any dispute concerning the item(s) subject to such Objection Notice. If Sellers’ Representative and Buyer do not resolve the issues raised in the Objection Notice within thirty (30) days of the date of delivery of such notice (the “Initial Resolution Period”), such dispute shall be resolved in accordance with the procedures set forth in Section 2.7(b). Any item or amount which has not been disputed in the Objection Notice shall be final, conclusive and binding on the Parties on the expiration of the Initial Resolution Period.
Preparation of Closing Statement. As promptly as possible, but in any event within sixty (60) days after the Closing Date, Buyer will deliver to Sellers its calculation of the Closing Operating Working Capital (the “Closing Statement”). The Closing Statement shall be accompanied by reasonable supporting documentation and shall be prepared in a manner consistent with the Example Working Capital Calculation and the line items, adjustments, accounting principles and practices referred to therein.
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 (iii) Closing Debt (such statement, the “Closing Statement”).
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. 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. 1 PREPARATION
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.
