Preparation of Final Closing Statement Sample Clauses

Preparation of Final Closing Statement. (a) Within 90 days following the Closing Date (or such other date as is mutually agreed to by Seller and the Purchaser in writing), the Purchaser shall prepare and deliver to Seller a draft statement of the Working Capital prepared as of the close of business on the Closing Date (the “Draft Closing Statement”). The Draft Closing Statement will be prepared in accordance with IFRS and shall include reasonable detail on the computation thereof. If the Purchaser fails to deliver to Seller the Draft Closing Statement in accordance with this Section 3.4(a) within 90 days following the Closing Date, the Seller shall be entitled to, upon notice to Purchaser that Purchaser is in default of this section that is not cured within 5 Business Days, provide such Draft Closing Statement within 30 Business Days following the reception of all the information that the Seller in accordance with this Section may have required for the purpose of preparing the Draft Closing Statement. The Seller has the right to request to be provided with the information of the Purchaser and the Purchaser shall have the obligation to provide the Seller with the information necessary to prepare the Draft Closing Statement
Sample 1
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Preparation of Final Closing Statement. (1) Within 45 days following the Closing Date (or such other date as is mutually agreed to by the Vendors and the Purchaser in writing), the Purchaser shall prepare and deliver to the Vendors a draft consolidated statement of the Vendors’ Share of Working Capital prepared as of the close of business on the Effective Date and the Vendors’ Share of Closing Obligations (the “Draft Closing Statement”). The Draft Closing Statement will be prepared in accordance with GAAP and shall include reasonable detail on the computation thereof. If the Purchaser fails to deliver to the Vendors the Draft Closing Statement in accordance with this Section 2.8(1) within 45 days following the Closing Date, the Purchaser is deemed to have accepted and approved the Estimated Closing Statement and such Estimated Closing Statement will be final, conclusive and binding upon the Parties, absent manifest error and will become the “Final Closing Statement” on the next Business Day following the end of such 60-day period following the Closing Date.
Sample 1
Preparation of Final Closing Statement. (i) On or before the date that is ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Sellers a written statement (the “Closing Statement”) setting forth (A) an unaudited balance sheet of the Company as of the close of business on the Business Day immediately preceding the Closing Date (the “Closing Balance Sheet”), (B) a calculation of (1) Closing Working Capital, (2) the Closing Cash, and (3) the Closing Indebtedness and (C) Purchaser’s calculation of the Final Adjustment Amount, together with reasonably detailed supporting financial information therefor and such other information that Sellers may reasonably request to verify the amounts reflected in the Closing Statement. The Closing Balance Sheet shall be prepared in accordance with IFRS and, to the extent in accordance with IFRS, using the methodologies, practices and procedures applied in the preparation of the most recent audited financial statements of the Company.
Sample 1
Preparation of Final Closing Statement. On the Closing Date, Buyer and Seller shall agree upon a Final Closing Statement (the "Final Closing Statement") setting forth in reasonable detail the calculation of the Net Working Capital as of March 3, 2001. The Final Closing Statement shall be prepared in accordance with GAAP. Seller hereby represents and warrants to Buyer that all information provided to Buyer in connection with the preparation of the Final Closing Statement is true and correct and in accordance with GAAP.
Sample 1
Preparation of Final Closing Statement. (i) As promptly as practicable, but no later than 60 days after the Closing Date, the Buyers shall prepare and deliver to the Company a written statement (the “Buyer Closing Statement”) setting forth all: (A) Purchased Receivables and Purchased Prepaids; (B) Excluded Receivables and Excluded Prepaids; (C) Assumed Payable Liabilities; and (D) Excluded Payable Liabilities, in each case, prepared in accordance with the same accounting principles, practices, methodologies and policies that were used to prepare the Estimated Closing Statement.
Sample 1
Preparation of Final Closing Statement. (i) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Principal Shareholder a statement (the “Initial Closing Statement”) setting forth (A) a consolidated balance sheet of the Company Group as of the close of business on the Closing Date, without giving effect to the transactions contemplated by this Agreement, reflecting thereon Parent’s best estimate of the same consolidated balance sheet items of the Company Group (and using the same IFRS accounting principles, practices, methodologies and policies that were used to prepare the Financial Statements) as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the Closing Date (the “Closing Balance Sheet”), (B) the Working Capital as of the close of business on the Closing Date based on the Closing Balance Sheet, (C) the Cash and Cash Equivalents of the Company Group immediately prior to the Closing based on the Closing Balance Sheet (the “Closing Cash Amount”), (D) the amount of Indebtedness for Borrowed Money outstanding as of the close of business on the Closing Date (the “Closing Indebtedness for Borrowed Money Outstanding at the Closing”), (E) the amount of Prepaid Income Taxes (the “Closing Prepaid Income Taxes”) and (F) the amount of Accrued Income Taxes (the “Closing Accrued Income Taxes”) in each case, along with reasonable supporting detail to evidence the calculation of such amount, and calculated using the Exchange Rate in effect on the Closing Date.
Sample 1
Preparation of Final Closing Statement. (i) No later than one-hundred twenty (120) days after the Closing Date, the Purchaser shall prepare and deliver to the Seller Entity (A) a consolidated balance sheet of the Company as of the WC Effective Time, reflecting thereon the Purchaser’s determination of the balance sheet of the Company as of the WC Effective Time without giving effect to the Transactions, (B) the Net Working Capital of the Company as of the WC Effective Time, and Purchaser’s resulting proposed calculation of the Final Net Working Capital Overage and the Final Net Working Capital Underage, (C) the unpaid Transaction Expenses as of immediately prior to the Closing, (D) the unpaid Indebtedness of the Company as of immediately prior to the Closing and (E) Cash (the “Initial Closing Statement”); 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; provided, further that, if the Purchaser does not deliver the Initial Closing Statement, then the Estimated Closing Statement shall be deemed the “Final Closing Statement” and shall be binding on the Sellers and the Purchaser and not subject to dispute or review.
Sample 1
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Related to Preparation of Final Closing Statement

  • 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).

  • Preparation of Financial Statements The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, as of the dates indicated, and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved. The financial statement schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.

  • 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.

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

  • Delivery of Financial Statements The Company shall deliver to each Major Investor:

  • Form of financial statements All accounts (audited and unaudited) delivered under Clause 11.6 will:

  • Execution of Financing Statements Pursuant to Section 9-402 of the New York UCC and any other applicable law, each Grantor authorizes the Collateral Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Collateral Agent reasonably determines appropriate to perfect the security interests of the Collateral Agent under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

  • Review of Financial Statements For a period of five (5) years after the date of this Agreement, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.

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