Preparation of Estimated Closing Statement Sample Clauses

Preparation of Estimated Closing Statement. Sellers shall prepare in good faith and deliver to Buyer, at least four (4) Business Days prior to the Closing Date and at the sole expense of Sellers, a statement as of the Measurement Time (the “Estimated Closing Statement”), setting forth a detailed determination of the Estimated Cash Amount. The “Estimated Cash Amount” shall be an amount equal to (i) $210,000,000.00 (Two Hundred Ten Million dollars and no cents) plus (ii) Reimbursable Capex minus (iii) the sum of (A) Expenses, to the extent not paid prior to the Measurement Time, and (B) the estimated amount of Working Capital Deficit, if any, plus (iv) the estimated amount of Working Capital Surplus, if any. The Expenses shall be based on amounts set forth in the Payoff Letters, or, to the extent a Payoff Letter has not been provided for an Expense, an estimate of such amount, and in each case, shall be subject to final determination in the Final Closing Statement. Each estimation shall be made as of the Measurement Time. If Buyer has any questions or disagreements regarding the Estimated Closing Statement, Buyer shall contact Sellers at least two (2) Business Days prior to the Closing Date, and in such case Sellers and Buyer shall in good faith attempt to resolve any disagreements. If Buyer and Sellers agree on changes to the Estimated Cash Amount based on such discussions, then the Estimated Cash Amount shall be paid at Closing based on such changes. If Buyer and Sellers do not agree on changes to the Estimated Cash Amount, then the Estimated Cash Amount shall be paid at the Closing based on the amounts set forth in the Estimated Closing Statement. In either such case, appropriate adjustments to the Cash Amount shall be made after the Closing pursuant to Section 2.3(b), Section 2.3(c), and Section 2.3(d).
Sample 1See All (5)
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Preparation of Estimated Closing Statement. The Sellers’ Representative shall prepare in good faith and deliver to Pueblo Holdings, at least four Business Days prior to the Closing Date and at the sole expense of Sellers, a statement as of the Closing Date (the “Estimated Closing Statement”), setting forth a detailed determination of the Estimated Cash Amount. The “Estimated Cash Amount” shall be $34,735,049.00 minus (i) the sum of (A) the Debt Payoff Amount, (B) to the extent unpaid as of the Measurement Time, the Expenses, and (C) the estimated amount of Working Capital Deficit, if any, plus (ii) the estimated amount of Working Capital Surplus, if any. The Debt Payoff Amount and the Expenses shall be based on amounts set forth in the Debt Payoff Letters or the Payoff Letters, or, to the extent a Debt Payoff Letter or a Payoff Letter has not been provided for a Third-Party Debt or Expense, an estimate of such amounts, and in each case, shall be subject to final determination in the Final Closing Statement. Each estimation set forth in the Estimated Closing Statement shall be made as of the Measurement Time. Appropriate adjustments to the Aggregate Consideration Price shall be made after the Closing pursuant to Sections 2.3(b), (c), and (d).
Sample 1
Preparation of Estimated Closing Statement. At least five (5) Business Days prior to the scheduled Closing Date, Seller shall prepare and deliver (or cause to be prepared and delivered) to Buyer a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of Closing Net Working Capital (such estimate, the “Estimated Net Working Capital”). The Estimated Closing Statement (i) shall be prepared in accordance with the Agreed Accounting Policies, applied in a manner consistent with the preparation of the Reference Statement, (ii) shall include line items substantially similar to those contained in the Reference Statement, (iii) shall be accompanied by appropriate information and documentation in reasonable detail supporting Seller’s estimate and (iv) shall be subject to approval by Buyer (such approval shall not be unreasonably withheld, conditioned or delayed).
Sample 1
Preparation of Estimated Closing Statement. (i) At least four Business Days prior to the Closing Date, Regency shall prepare in good faith and deliver to Buyer, at the sole expense of Regency, an estimated closing statement of Regency and the Regency Subsidiaries as of Closing Date (the "Estimated Closing Statement"), setting forth a detailed determination of the Estimated Purchase Price. The "Estimated Purchase Price" shall be $405,000,000 plus (A) the sum of (1) estimated amount of Reimbursable Acquisition Expenditures, if any, (2) the estimated amount of Capital Expenditure Surplus, if any, and (3) the estimated amount of Working Capital Surplus, if any, minus (B) the sum of (1) the Payoff Amount, (2) the estimated amount of Capital Expenditure Deficit, if any, (3) the estimated amount of Working Capital Deficit, if any, (4) the Escrow Amount, (5) to the extent unpaid prior to 11:59 p.m. on the Measurement Date, the Expenses, the Severance Obligations Adjustment Amount and Change of Control Amounts (based on amounts set forth in the Debt Payoff Letters and the Expense Payoff Letters, or, to the extent a Debt Payoff Letter or an Expense Payoff Letter has not been provided for a Third Party Debt, Change of Control Amount, Severance Obligations Adjustment Amount or Expense, an estimate of such amounts, and in each case subject to final determination in the preparation of the Final Closing Statement). The Estimated Closing Statement shall also set forth the resulting estimated Closing Parent Amount. Each estimation shall be made as of 11:59 p.m. on the Measurement Date.
Sample 1
Preparation of Estimated Closing Statement. (i) The Company has delivered to Buyer a written statement in a form reasonably acceptable to Buyer (the “Estimated Closing Statement”) setting forth (i) the Company’s good faith estimate of (A) Working Capital (“Estimated Closing Working Capital”), (B) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (C) the Closing Cash (the “Estimated Closing Cash”) and (D) the Company Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (ii) the Company’s good faith calculation of the Estimated Adjustment Amount, together with any applicable supporting detail and information that Buyer has reasonably requested to verify the amounts in the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles.
Sample 1
Preparation of Estimated Closing Statement. (i) The Company shall prepare in good faith and, at least five Business Days prior to the Closing Date, deliver to the Buyers a written statement (the “Estimated Closing Statement”) setting forth the Company’s best estimate of all: (A) Purchased Receivables and Purchased Prepaids; (B) Excluded Receivables and Excluded Prepaids; (C) Assumed Payable Liabilities; and (D) Excluded Liabilities that are accounts payable or accrued expenses of any Seller to the extent attributable to services delivered or deliverable in any period prior to Closing and Related to the Business (the “Excluded Payable Liabilities”). Such Estimated Closing Statement shall be prepared in accordance with GAAP, consistently applied, and using the same GAAP accounting principles, practices, methodologies and policies, that were used to prepare the Base Balance Sheet, and shall consider in good faith any comments thereon by US Buyer and revise the Estimated Closing Statement to reflect any changes as may be agreed by the Company and the Buyers.
Sample 1
Preparation of Estimated Closing Statement. The Company prepared in good faith and, prior to the date hereof, delivered to the Purchaser (i) an estimated consolidated balance sheet of the Company, in form and substance acceptable to the Purchaser, as of 11:59 p.m. on the last date immediately preceding the Closing Date (the “WC Effective Time”), reflecting thereon the Company’s best estimate of all balance sheet items of the Company without giving effect to the Transactions (the “Estimated Closing Balance Sheet”, and together with the estimated calculations referenced below, the “Estimated Closing Statement”), (ii) the Net Working Capital of the Company as of the WC Effective Time, based on the Estimated Closing Balance Sheet (“Estimated Net Working Capital”), and the resulting calculation of the Estimated Net Working Capital Overage and Estimated Net Working Capital Underage, (iii) the unpaid Transaction Expenses as of immediately prior to the Closing (“Estimated Transaction Expenses”), (iv) the unpaid Indebtedness of the Company as of immediately prior to the Closing (“Estimated Indebtedness”) and (v) Cash (“Estimated Cash”); provided, that the amount of any Taxes included in the calculation of Indebtedness or Net Working Capital shall be determined as of the end of the Closing Date, except that any reduction in Taxes as a result of the use of any Cash to pay Taxes after the WC Effective Time and before the end of the Closing Date shall not be taken into account. The Estimated Closing Balance Sheet, the Estimated Net Working Capital, the Estimated Transaction Expenses, the Estimated Indebtedness and the Estimated Cash were prepared in accordance with the definitions of such terms, and included reasonable detail supporting each such calculation.
Sample 1
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Related to Preparation of Estimated Closing Statement

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Final Closing Statement Within ninety (90) days following the Closing Date, Parent shall deliver to the Holder Representative a statement (the “Closing Statement” and, in its final and binding form as determined below, the “Final Closing Statement”) setting forth the Merger Consideration and each component thereof as of immediately prior to the Closing (including the Funded Debt, which shall be determined as of immediately prior to the Closing, but after giving effect to the Merger and the other Transactions in accordance with Section 4.1(b)(ii)), including final determinations as to the amounts of (A) the Company Cash, (B) the Funded Debt and (C) the Closing Net Working Capital. The Final Closing Statement and the components thereof shall be prepared in accordance with GAAP on a basis consistent with the terms of this Agreement and the Company’s accounting policies in effect as of such date. The Holder Representative and Parent shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the preparation of the Closing Statement and determination of the Merger Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (x) thirty (30) days following the Holder Representative’s receipt thereof, unless the Holder Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date and (y) the Holder Representative notifies Parent of its acceptance thereof. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. The Closing Statement shall become final and binding upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the written agreement of the parties or pursuant to the arbitration provisions set forth below). During the fifteen (15) days following delivery of a Notice of Disagreement, Parent and the Holder Representative shall seek in good faith to resolve any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and Representatives (as defined in Section 6.2(a) below) shall be permitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, at the end of the fifteen (15)-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to Deloitte & Touche LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Merger Consideration and the components thereof to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, records and other relevant information of the Company, Parent and the Holder Representative to the extent necessary to calculate the Merger Consideration. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The Closing Statement and the determination of the Merger Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, on behalf of the Holders, based upon the percentage of the contested amount submitted to the Accounting Firm that is ultimately awarded to Parent, on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount to be released from the Holder Representative Expense Account (as defined in Section 4.4(g) below) in accordance with Section 4.2).

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Closing Financial Statements At least eight Business Days prior to the Effective Time of the Merger, Malvern shall provide First Bank with Xxxxxxx’s consolidated financial statements presenting the financial condition of Malvern and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Malvern’s consolidated results of operations for the period from January 1, 2022 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, that if the Effective Time of the Merger occurs on or before the 15th Business Day of the month, Xxxxxxx shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall be accompanied by a certificate of Xxxxxxx’s chief financial officer, dated as of the date of delivery, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Malvern in all material respects. Such financial statements shall have been prepared in all material respects in accordance with GAAP, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall also reflect as of their date (a) accruals for (i) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for Malvern for services rendered in connection with the transactions contemplated by this Agreement, (ii) any employee severance, retention or change-in-control payments or expenses consistent with the terms of this Agreement, (iii) any payment made or expense accrued for the purchase of a directors’ and officers’ liability insurance policy pursuant to this Agreement, (iv) other third-party costs, fees and expenses incurred or accrued by Malvern in connection with the transactions contemplated by this Agreement, and in each case, paid by Xxxxxxx or payable by Malvern prior to the Effective Time, (v) losses incurred or accrued by Xxxxxxx relating to the loans listed in Section 8.2(f)(1) of Malvern’s Disclosure Memorandum, (vi) costs, fees expenses, or any other amounts or payments, incurred or accrued by Malvern in connection with the matter set forth in Section 8.2(f)(2) of Malvern’s Disclosure Memorandum, (vii) changes in accumulated other comprehensive income from September 30, 2022 through the Closing Date, and (viii) changes to changes to GAAP or regulatory accounting requirements, including GAAP shareholders’ equity as a result of the initial adoption of the Current Expected Credit Losses (CECL) Methodology and (b) the shareholders’ equity referenced in Section 8.2(f).

  • Earning Statement The Company will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

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