Preparation of Closing Statement. Within one hundred twenty (120) days following the Closing Date, Parent shall prepare and deliver to Holders’ Representative a statement as of the Closing (the “Final Calculation”) setting forth its calculation of each of the following:
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:
Preparation of Closing Statement. Within ninety (90) days following the Closing Date (or such other date as is mutually agreed to by the Seller and the Purchaser in writing), the Purchaser will prepare and deliver to the Seller a draft statement setting out the Inventory Amount as at 11:59 p.m. on the day before the Closing Date (the “Draft Closing Statement”).
Preparation of Closing Statement. (1) Within 120 days following the Closing Date (or such other date as is mutually agreed to by the Sellers’ Representative and the Purchaser in writing), the Purchaser shall prepare and deliver to Sellers’ Representative a draft consolidated statement (the “Draft Closing Statement”), together with reasonable supporting or underlying documentation used in the preparation thereof, of its good faith calculations of (a) Working Capital (the “Closing Working Capital”), (b) Indebtedness (the “Closing Indebtedness”), (c) Transaction Costs (the “Closing Transaction Costs”), and (d) Cash and Cash Equivalents (the “Closing Cash and Cash Equivalents”), in each case calculated as of 12:01 a.m. Eastern Time on the Closing Date. The Draft Closing Statement will be prepared in accordance with the Accounting Policies and shall include reasonable detail on the computation of its contents.
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. 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 (i) the aggregate amount of Post-Closing Transaction Expenses, together with copies of invoices or other LA\3932243.4 reasonable supporting documentation of the aggregate amount of Post-Closing Transaction Expenses (the "Post-Closing Transaction Expenses Amount") and (ii) its calculation of (x) Closing Working Capital, (y) Closing Cash, and (z) 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 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 soon as reasonably practicable after the Closing Date (and, in any event, within 60 days after the Closing Date), Buyer shall prepare and deliver to Seller, at the sole expense of Buyer, an unaudited balance sheet of the Business of the Target Group, prepared in accordance with GAAP, as of the Closing, and a closing statement (the “Post-Closing Statement”) setting forth in reasonable detail the proposed final calculation of (i) the Closing Cash Amount, (ii) the Payoff Indebtedness and (iii) the amount by payee of unpaid Transaction Expenses, (iv) the Change of Control Payments and the amount by payee of all Change of Control Payments set forth in the definition thereof, (v) the Closing Net Working Capital and the amount, if any, by which the Closing Net Working Capital is more or less than the Target Net Working Capital, (vi) the resulting amount of the Purchase Price calculated in accordance with Section 2.2(a) (as finally determined in accordance with this Section 2.3, the “Final Purchase Price”); provided, for the avoidance of doubt, that, even if inconsistent with GAAP, the balance sheet shall not take into account the Aged Accounts Receivable. From and after the delivery of the Post-Closing Statement, Buyer shall provide Seller and their respective Representatives with reasonable access during normal business hours to the books, records and accounting staff of Buyer and its respective Affiliates (including the Target Group) at such time solely for purposes of reviewing and responding to the Post-Closing Statement. Not later than the 30th day following receipt of the Post-Closing Statement under this Section 2.3(b), Seller may deliver to Buyer a written notice (an “Adjustment Notice”) containing any changes Seller proposes to the Post-Closing Statement. Such Adjustment Notice will describe the nature and amount of any such disagreement in reasonable detail and shall be accompanied by reasonable supporting documentation. If Seller does not deliver to Buyer an Adjustment Notice within such 30-day period, then Seller will be deemed to have irrevocably accepted and agreed to all items in the Post-Closing Statement. If Seller does timely deliver to Buyer an Adjustment Notice, then Seller will be deemed to have accepted and agreed to all items in the Post-Closing Statement that are not disputed in such Adjustment Notice.
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...
