Proposed Closing Statement Sample Clauses

Proposed Closing Statement. No later than sixty (60) days after the Closing Date, Buyer shall deliver to Seller a closing statement substantially in the form of Exhibit 2.3 (the “Proposed Closing Statement”) setting forth (i) Buyer’s calculation (prepared in a manner consistent with the applicable defined terms for the Proposed Price Components and the Closing Date Principles) of the Closing Date Net Working Capital, Closing Date Cash, Related Party Payables Amount, Closing Date Indebtedness, Related Party Receivables Amount and Transaction Expenses (such calculations, the “Proposed Price Components”), and (ii) using such amounts, Buyer’s calculation of the Purchase Price, and the deviation of such amount from the Estimated Purchase Price. The Parties acknowledge and agree that to the extent the calculation of the Net Working Capital requires the conversion of any amounts from a non-U.S. currency to U.S. dollars, the actual foreign exchange rates in effect as of the Closing Date shall be used for such conversion. Seller shall provide promptly to Buyer all information and reasonable access to employees, accountants and information as Buyer reasonably requests in connection with its preparation of the Proposed Closing Statement, and shall otherwise cooperate in good faith with Buyer in connection therewith.
Sample 1
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Proposed Closing Statement. As promptly as possible and in any event within ninety (90) days after the Closing Date, Parent shall prepare or cause to be prepared, and will provide to the Equityholder Representative, a written statement (the “Proposed Closing Statement”) setting forth in reasonable detail its good faith proposed final determinations of (a) the Closing Cash, (b) the Working Capital, (c) the Closing Debt, (d) the Closing Transaction Expenses and (e) the resulting Final Closing Merger Consideration based upon such amounts. The Proposed Closing Statement will be prepared in accordance with the Accounting Principles. The Equityholder Representative and its Representatives shall have reasonable access, during regular business hours, upon reasonable advance notice, to the personnel, books, records, documents, work papers and other information of Parent, the Surviving Entity and their Subsidiaries for purposes of assisting the Equityholder Representative and its Representatives in their review of the Proposed Closing Statement.
Sample 1
Proposed Closing Statement. The Net Working Capital, Closing Cash, Closing Indebtedness and Transaction Expenses, as accepted or deemed to be accepted by the Representative pursuant to Section 1.3(b)(iii), as agreed upon by the Buyer and the Representative or as determined by the accounting firm pursuant to this Section 1.3(b)(iv) shall be referred to as “Finally Determined Net Working Capital”, the “Finally Determined Closing Cash”, the “Finally Determined Closing Indebtedness”, and “Finally Determined Transaction Expenses”, and “Final Closing Statement”, respectively.
Sample 1
Proposed Closing Statement. Within ninety (90) days after the Closing Date, the Purchaser shall prepare and deliver to the Sellers’ Representative a closing statement of the Company Group as of the Closing Date (the “Proposed Closing Statement”), which Proposed Closing Statement shall set forth the Purchaser’s proposed calculation of the Net Working Capital. The Proposed Closing Statement shall be prepared in a manner consistent with GAAP as applied by the Company Group in the preparation of the Interim Financial Statements. The parties agree that the purpose of preparing the Proposed Closing Statement and determining the Net Working Capital and the related Purchase Price adjustment contemplated by this Section 3.4 is to measure any changes in Net Working Capital and such process is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Proposed Closing Statement or determining the Net Working Capital.
Sample 1
Proposed Closing Statement. The Proposed Closing Balance Sheet and the Proposed Closing Statement shall become the final Closing Balance Sheet and Closing Statement at the earliest to occur of (A) the date the Seller and the Purchaser agree that such are final, (B) the date the Objection Period expires without the Purchaser delivering a timely Objection Notice, or (C) the date any disputed matters raised by an Objection Notice (as defined below) are finally resolved in accordance with Section 1.3(c)(iv).
Sample 1
Proposed Closing Statement. The Proposed Closing Balance Sheet and Proposed Closing Statement shall become final and binding on the 30th day following the Purchaser’s receipt thereof unless the Purchaser gives written notice of its disagreement with the Proposed Closing Balance Sheet and Proposed Closing Statement (the “Objection Notice”) to the Seller prior to such date. The Objection Notice shall (A) set forth the Purchaser’s calculation of the Fixed Purchase Price and (B) specify in reasonable detail the nature of Purchaser’s disagreement with Seller’s calculation of the Fixed Purchase Price and include all supporting schedules, analyses, working papers and other documentation. If an Objection Notice complying with the preceding sentence is received by the Seller in a timely manner, then the Proposed Closing Balance Sheet and Proposed Closing Statement (each as revised in accordance with clause (x) or (y) below) shall become final and binding upon the earlier of (x) the date on which the Seller and the Purchaser resolve in writing any differences they have with respect to the matters specified in the Objection Notice or (y) the date on which any disputed matters are finally resolved in writing by the Accounting Firm (as defined below).
Sample 1

Related to Proposed Closing Statement

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • Estimated Closing Statement (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles. (ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to any errors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement or the Payment Schedule.

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

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

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

  • Preliminary Settlement Statement Seller and Buyer shall execute and deliver the Preliminary Settlement Statement.

  • 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 Transactions On the terms and subject to the conditions set forth in this Agreement, the following transactions shall occur in the order set forth in this Section 2.1:

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Closing Date and Option Closing Date Opinion of Counsel On the Closing Date and the Option Closing Date, if any, the Representative shall have received the favorable opinion of Xxxxxx Xxxxx Xxxxxxxx & Xxxxxxx LLP, dated the Closing Date or the Option Closing Date, as the case may be, addressed to the Representative and in form and substance reasonably satisfactory to XxXxxxxxx, covering the matters set forth on Appendix A hereto.

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