Review of Closing Statement Sample Clauses

Review of Closing Statement. The Closing Statement shall be reviewed by the Business Auditors. Upon completion of the review, the Business Auditors shall render a report as set forth in Exhibit 9, which report shall be accompanied by a copy of the Closing Statement (the “Reviewed Closing Statement”). For the avoidance of doubt, amounts entered in the calculation of Net Debt shall not be entered in the calculation of the Working Capital. The Purchaser and the Sellers shall jointly procure that the Business Auditors deliver the Reviewed Closing Statement to Sellers and Purchaser no later than sixty (60) days after receipt of the Closing Statement. The fees and expenses of the Business Auditors in connection with the Reviewed Closing Statement shall be paid by the Sellers.
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Review of Closing Statement. The Representative shall have 30 days from the date on which the Closing Statement is delivered to it to review such documents relating to the Parent’s computation as the Representative may reasonably request (the “Review Period”). During the Review Period, the Representative and its representatives will have reasonable access to all documentation or work papers reasonably requested by the Representative related to the Parent’s computation of Adjusted Working Capital and Pension Underfunding (it being understood that access to any work papers of any third party accountants shall require the execution of a customary access letter). If the Representative believes the computation of Adjusted Working Capital or Pension Underfunding (i) has not been prepared in accordance with the principles, procedures and elections referred to in the definitions of Adjusted Working Capital and Pension Underfunding or (ii) is not mathematically correct, the Representative may, on or prior to the last day of the Review Period, deliver a notice to the Parent to such effect, setting forth, in reasonable detail, each disputed item, the amount disputed and the basis for the Representative’s disagreement therewith, together with supporting calculations and the Representative’s position as to the proper calculation of such amount (the “Dispute Notice”). For the avoidance of doubt, the Representative may provide a Dispute Notice on the basis only of the matters referred to in clause (i) or (ii) of the immediately preceding sentence. If no Dispute Notice is received by the Parent on or prior to the last day of the Review Period, the Closing Statement and the computation of the Adjusted Working Capital and Pension Underfunding set forth therein shall be deemed accepted by the Representative for all purposes of this Agreement.
Sample 1
Review of Closing Statement. Buyer will, and will cause the Company and its Subsidiaries to, (i) provide Sellers and their respective representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Company and its Subsidiaries responsible for the preparation of the Closing Statement for purposes of their review of the Closing Statement, and (ii) cooperate in all reasonable respects with Sellers and their respective representatives in connection with such review, including providing on a timely basis all other information necessary in connection with the review of the Closing Statement as is reasonably requested by Sellers or their respective representatives. If Sellers have any objections to the Closing Statement, Sellers will deliver to Buyer a statement setting forth their objections thereto (an “Objections Statement”), which statement will identify in reasonable detail those items and amounts to which Sellers object (the “Disputed Items”). If an Objections Statement is not delivered to Buyer within sixty (60) days after delivery of the Closing Statement, the Closing Statement as prepared by Buyer will be final, binding and non-appealable by the parties; provided that, in the event Buyer, the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by the Sellers or any of their authorized representatives within five (5) days of request therefor (or such shorter period as may remain in such 60-day period), such 60-day period will be extended by one (1) day for each additional day required for Buyer, the Company or one of its Subsidiaries to fully respond to such request. Sellers and Buyer will negotiate in good faith to resolve the Disputed Items, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement to Buyer, Sellers or Buyer may submit, within ten (10) days after the expiration of the 30-day period and with a copy of such submission to the other party, any unresolved Disputed Items to KPMG LLP (the “Accounting Firm”). In the event the parties submit any unresolved Disputed Items to the Accounting Firm, each party will submit a Closing Statement (which in the case of each party may be a Closing Statement that, with respect to the unresolved Disputed Items (but not, for the avoidance of doubt, with respect to any other items), is different than...
Sample 1
Review of Closing Statement. Following receipt of the Closing Statement, Parent shall be afforded a period of thirty (30) days to review the Closing Statement, provided that Parent shall be afforded a period of forty-eight (48) hours to review the Appraised Items. To assist in any such review, Buyer shall make available to Parent upon request work sheets and other papers prepared in connection with the Closing Statement. At or before the end of the thirty (30) day review period (or the forty-eight hour period for the Appraised Items), Parent shall either (i) accept the Closing Statement in its entirety (or the Appraised Items, as the case may be) or (ii) deliver to Buyer a written notice (a “Dispute Notice”) setting forth a detailed explanation and calculation of those items in the Closing Statement that Parent disputes (the “Items of Dispute”). If Parent does not deliver a Dispute Notice to Buyer within the applicable review period, Parent shall be deemed to have accepted the Closing Statement in its entirety and/or the Appraised Items, as the case may be. If Parent delivers a Dispute Notice in which some, but not all, items included in the Closing Statement are disputed, Parent shall be deemed to have accepted all of the items in the Closing Statement, other than the Items of Dispute.
Sample 1
Review of Closing Statement. Within ten (10) Business Days following Seller’s receipt of the Closing Statement, Seller shall notify Purchaser in writing of any objections that Seller may have to the Closing Statement, stating in reasonable detail the basis for any such objections (an “Objection Notice”); provided, that the only bases for objection shall be (i) non-compliance with the standards set forth in this Section 2.4 for the preparation of the Closing Statement (including that any items that should have been included or excluded from the calculation based on the standards were not properly included or excluded), and (ii) computational errors. If Seller fails to deliver an Objection Notice to Purchaser within such 10-Business Day period, Seller shall be deemed to have concurred with the Closing Statement and its calculation of the Closing Adjustment Amount shall become final and binding on all parties.
Sample 1
Review of Closing Statement. HLTC INC. shall have the right to review the Closing Statement as to the matters covered by such Certification. If HLTC INC. does not notify H & L TOOL to the contrary within forty-five (45) days after the date the Closing Statement is delivered to HLTC INC., then the Closing Statement delivered by H & L TOOL shall be deemed to be final, conclusive and binding on the parties. If HLTC INC. notifies H & L TOOL in writing within such forty-five (45) day period that it disputes any item on the Closing Statement as delivered and specifies (a) the items which it so disputes and the reason therefor (together with supporting documentation) and (b) the amount of the adjustment it proposes with respect to each such item, the parties will then attempt to resolve such disputed items. HLTC INC. shall not be entitled to dispute any individual line item which involves a proposed adjustment to the Closing Statement of less than Ten Thousand Dollars ($10,000.00) (but shall be entitled to the full amount of any line item adjustments, even if finally determined to be less than $10,000.00). If the parties are unable to resolve their dispute and to agree on the Closing Statement, the disputed items shall be referred, within forty-five (45) days after the date of the Closing Statement's delivery to HLTC INC., to BDO Seidxxx, xxrtified public accountants (the "Firm"). The decision of the Firm shall be within the disputed range and shall be final, conclusive and binding on the parties hereto. The fees and expenses of the Firm shall be allocated between H & L TOOL and HLTC INC. as follows: (i) H & L TOOL shall pay all or a portion of the Firm's fees and expenses, as determined in accordance with the following formula: AE x AA = TE -- BA
Sample 1
Review of Closing Statement. After preparation of the Closing Statement, Buyer shall promptly deliver the Closing Statement to the Seller Representative for review. Buyer shall grant the Seller Representative and his or her authorized accounting and legal Representatives reasonable access to such work papers or other documents and information as they reasonably request relating to the calculation of each component of the Purchase Price, and Buyer shall make appropriate officers of the Company sufficiently available to assist the Seller Representative and respond to questions in connection with the Seller Representative’s review of the Closing Statement.
Sample 1
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Review of Closing Statement. (i) Seller shall have thirty (30) days following Buyer’s delivery of the Closing Statement to Seller to review and respond to the Closing Statement, during which period Buyer will grant Seller reasonable access during normal business hours to Buyer’s personnel, the Business Records and the work papers prepared by Buyer’s independent accountants (subject to compliance with Buyer’s independent accountants’ customary procedures for release) with respect to the Closing Statement. (ii) Unless Seller has delivered to Buyer a written letter of its disagreement with the Closing Statement (the “Notice of Disagreement”) on or prior to the thirtieth (30th) day following Buyer’s delivery of the Closing Statement to Seller, the Closing Statement will become the Final Statement on the thirty-first (31st) day following Buyer’s delivery of the Closing Statement to Seller. The Notice of Disagreement will set forth in reasonable detail any proposed adjustment to the Preliminary Closing Statement and the basis for such adjustment.
Sample 1
Review of Closing Statement. If within thirty (30) days following delivery of the items described in clauses (i) through (ii) of SECTION 2.3(a), the Buyer does not give the Sellers written notice objecting to the Closing Statement (specifying (i) its calculations of the Purchase Price Adjustment and (ii) the facts and circumstances supporting the reasonableness and propriety of such adjustment under the standards set forth in SECTION 2.3(c)), the Purchase Price Adjustment reflected on the Closing Statement shall
Sample 1

Related to Review of Closing Statement

  • 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.

  • 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.

  • 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;

  • LEAD WARNING STATEMENT Housing built before 1978 may contain lead-based paint. Lead from paint, paint chips and dust pose health hazards if not managed properly. Lead exposure is especially harmful to young children and pregnant women. Before renting pre-1978 housing, OWNERS must disclose the presence of known lead-based paint hazards in the dwelling. RESIDENTS must also receive a federally approved pamphlet on lead poisoning prevention.

  • Problem Statement School bus fleets are aging, and our communities have poor air quality. Replacing school buses with zero emission school buses will address both of these issues.

  • Operating Statements In the case of each Mortgage Loan, the related Mortgage or another Mortgage Loan document requires the related Mortgagor, in some cases at the request of the lender, to provide the holder of such Mortgage Loan with at least quarterly operating statements and rent rolls (if there is more than one tenant) for the related Mortgaged Property and annual financial statements of the related Mortgagor, and with such other information as may be required therein.

  • Billing Statement The billing statement shall show the work authorization number for each work authorization included in the billing, the total amount earned to the date of submission, and the amount due and payable as of the date of the current billing statement for each work authorization. The billing statement shall indicate if the work has been completed or if the billing is for partial completion of the work. The fixed fee will be paid in proportion to the percentage of work completed per work authorizations.

  • 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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