Review of Closing Statements Sample Clauses

Review of Closing Statements. Stockholders Representative, upon receipt of the Closing Statements, shall (a) review the Closing Statements and (b) to the extent Stockholders Representative may deem necessary, make reasonable inquiry of Buyer and its accountants (if any are used) in respect of the preparation of the Closing Statements. Stockholders Representative and its advisors shall have access upon prior notice and during normal business hours to review the books, papers and records of the Company and its accountants (if any are used), relating to the preparation of the Closing Statements in connection with such inquiry. The Closing Statements shall be final, binding and conclusive upon, and deemed accepted by, the Stockholders unless Stockholders Representative shall have notified Buyer in reasonable detail of any objections thereto within 45 days after its receipt of the Closing Statements (the “Stockholders Objection”).
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Review of Closing Statements. Sellers' Representative, upon receipt of the Closing Statements, shall (a) review the Closing Statements and (b) to the extent Sellers' Representative may deem necessary, make reasonable inquiry of Buyer and its accountants (if any are used) in respect of the preparation of the Closing Statements. In connection with such inquiry, Sellers' Representative and its advisers shall have access as promptly as reasonably practicable upon prior notice and during normal business hours to each Company's books, papers and records and accountants (if any are used) relating to the preparation of the Closing Statements, including worksheets and other computations. The Closing Statements shall be final, binding and conclusive upon, and deemed accepted by, Sellers unless Sellers' Representative shall have, within 45 days after its receipt of the Closing Statements, notified Buyer in writing of any objections thereto, identifying in reasonable detail the specific items involved and the dollar amount of each disagreement (the "Seller Objection"). After the end of the above-referenced 45-day period, neither Buyer, Sellers' Representative nor any other Party may introduce additional disagreements with respect to any item in the Closing Statements or increase the amount of any disagreement, and any item not so identified shall be deemed to be agreed to by Buyer and Sellers' Representative and will be final, binding and conclusive upon all of the Parties.
Sample 1
Review of Closing Statements. Seller, upon receipt of the Closing Statements, shall (a) review the Closing Statements and, (b) to the extent Seller may deem necessary, make reasonable inquiry of Buyer and its accountants (if any are used ) in respect of the preparation of the Closing Statements. In connection with such inquiry, Seller and its advisers shall have access as promptly as reasonably practicable upon prior notice and during normal business hours to books, papers and records of the Company and its accountants (if any are used) relating to the preparation of the Closing Statements, including worksheets and other computations. The Closing Statements shall be final, binding and conclusive upon, and deemed accepted by, Seller unless Seller shall have notified Buyer in reasonable detail of any Seller objections thereto within 30 days after receipt of the Closing Statements (the "Seller Objection").
Sample 1
Review of Closing Statements. Each party shall have a period of 90 days after the delivery to it of the Closing Statement of the other party to review and make any objections to that report that such party may have in writing to the other party. Cameron and Schlumberger shall each have the right to review the related work papers and to conduct due diligence with respect to each Closing Statement and the underlying assets and liabilities and to propose adjustments to each Closing Statement in accordance with this Section 3.6(b). The parties agree to work together in good faith to finalize the Closing Statement as promptly as practicable. If no written objections to either Closing Statement are delivered to any party within such 90-day period, the Closing Statements shall be deemed to be accepted and approved by the parties, and the Second Closing, if necessary, shall be held in accordance with Section 3.9(b). If written objections of any party to a Closing Statement are delivered to any other party within such 90-day period, then the parties shall attempt to resolve the matter or matters in dispute and, if successful, the Second Closing shall take place at such time as the parties may mutually agree. Any objecting party shall quantify its objections to the extent reasonably practicable in all written objections delivered to any other party with respect to the applicable Closing Statement. If such disputes cannot be resolved by the parties within 15 days after the delivery of the objections, then the specific matters in dispute shall be submitted to a mutually selected nationally recognized independent accounting firm (other than Cameron’s or Schlumberger’s then-current independent accounting firm) (the “Independent Accountants”), which firm shall render its opinion as to the calculation of the Cameron Net Working Capital and the Schlumberger Net Working Capital within 60 days. Based on that opinion, the Independent Accountants shall then send to each of the parties a written determination of the Cameron Net Working Capital and the Schlumberger Net Working Capital and a written determination of any adjustments to the applicable Closing Statement based upon such opinion, whereupon the confirmed or revised Closing Statement(s) shall be final and binding upon the parties. The Second Closing shall not occur until each of the parties shall have received the documents prepared by the Independent Accountants evidencing that opinion. All costs, fees and expenses charged or incurred by the Indepe...
Sample 1
Review of Closing Statements. During the 30 days following Seller’s receipt of the Closing Statements, Buyer will provide Seller and Seller’s Auditors with reasonable access to (x) the working papers of the Business relating to the Closing Statements and (y) Buyer’s senior accounting employees and Buyer’s Accountant to respond to questions relating to the preparation of the Closing Statements and the calculation of the items thereon, in each case, solely to allow Seller and Seller’s Auditors to determine the accuracy of Buyer’s calculation of the items set forth in the Closing Statements. Within 30 days following Seller’s receipt of the Closing Statements, Seller shall notify Buyer in writing of any objections that Seller may have to the Final Closing Statement or the Accrual Statement, as the case may be, 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 1.8 for the preparation of the Closing Statements and (ii) computational errors. If Seller fails to deliver an Objection Notice to Buyer within such 30-day period, Seller shall be deemed to have concurred with the Closing Statements and its calculation of the Net Working Capital and the Accrual Amount shall become final and binding on all parties.
Sample 1
Review of Closing Statements. Within 30 calendar days from the date of delivery of the Closing Statements and the accompanying statement of Buyers’ Proposed Calculations, Sellers shall notify Buyers in writing of any disagreement with Buyers’ Proposed Calculations; provided that Sellers may only dispute Buyers’ Proposed Calculations to the extent that they deviate from the requirements of Section 3.3.1 or reflect mathematical error. If Sellers dispute any such aspect of Buyers’ Proposed Calculations, Sellers shall have the right to propose any adjustment thereto within such 30-day period. Any such proposed adjustment shall be in writing (the “Adjustment Request”), shall be submitted to Buyers within the 30-day period referred to in the first sentence of this Section 3.3.3, and shall specify (a) the amount of the proposed adjustment and (b) the item to which such proposed adjustment relates. Unless Sellers notify Buyers in writing within such 30-day period that they object to the findings contained in Buyers’ Proposed Calculations, Buyers’ Proposed Calculations shall be binding upon Buyers and Sellers. Buyers and Sellers shall use their commercially reasonable efforts for 30 calendar days after the submission of any Adjustment Request to agree upon any proposed adjustment to Buyers’ Proposed Calculations. Any dispute as to the content or preparation of Buyers’ Proposed Calculations which is not resolved by Buyers and Sellers during such 30-day period shall be submitted for resolution to a mutually acceptable independent public accounting firm, the costs of which shall be divided equally between Buyers, on the one hand, and Sellers, on the other hand. The decision of such firm shall be final and binding on Buyers and Sellers.
Sample 1

Related to Review of Closing Statements

  • 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 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.

  • 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.

  • 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.

  • 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.

  • Billing Statements ‌ 8.1 Condition 22.4 (Contents of Billing Statement) of the Conditions shall be amended so that Condition 22.4(I) is deleted and replaced by the following provisions:

  • Earning Statements The Company will make generally available (which includes filings pursuant to the Exchange Act made publicly through the XXXXX system) to its security holders as soon as practicable, but in any event not later than 16 months after the end of the Company’s current fiscal year, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

  • Interim Statements As soon as available, but in no event later than 45 days after the end of each fiscal quarter, Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower.

  • Estoppel Statements Within ten (10) days after request therefor by City, Tenant shall deliver, in recordable form, an estoppel statement certifying that this Lease is in full force and effect; the date of Tenant’s most recent payment of Rent, and that Tenant has no defenses or offsets outstanding, or stating those claimed, and any other information reasonably requested. Failure to deliver said statement within the specified period shall be conclusive upon Tenant that: (i) this Lease is in full force and effect, without modification except as may be represented by City; (ii) there are no uncured defaults in City’s performance and Tenant has no right of offset, counterclaim or deduction against Rent hereunder; and

  • False Statements Contractor represents and warrants that all statements and information prepared and submitted by Contractor in this Contract and any related Solicitation Response are current, complete, true, and accurate. Contractor acknowledges any false statement or material misrepresentation made by Contractor during the performance of this Contract or any related Solicitation is a material breach of contract and may void this Contract. Further, Contractor understands, acknowledges, and agrees that any false representation or any failure to comply with a representation, warranty, or certification made by Contractor is subject to all civil and criminal consequences provided at law or in equity including, but not limited to, immediate termination of this Contract.

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