The Closing Statement. Any transfer documents or certificates required by any applicable governing body or law to complete this transaction, including, without limitation, an IRS 1099S form and Arizona Department of Revenue Affidavit of Property Value.
The Closing Statement. Buyer may, at Buyer’s election, direct Seller to assign the Distribution Agreements to Buyer’s designee, Lehigh Gas Wholesale LLC, a Delaware limited liability company.
The Closing Statement. In addition to the documents to be executed and delivered by Sellers pursuant to Section 7.2(a), at Closing Sellers shall:
The Closing Statement. Within 60 days after the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the Closing Statement), setting forth the book value of the Transferred Inventory (which, for the avoidance of doubt, shall exclude the value of any obsolete Inventory) as of 11:59 p.m. on the Closing Date (the Closing Inventory) calculated in accordance with the principles, practices, methodologies and policies set forth in Section 3.3(a) of the Disclosure Schedule (the Accounting Principles), whether or not doing so is in accordance with IAS. After the Closing Date, at Seller’s request, Purchaser shall assist Seller and its representatives in the preparation of the Closing Statement and shall provide Seller and its representatives any information reasonably requested and shall provide them access at all reasonable times to the personnel, properties, books and records of Purchaser for such purpose.
The Closing Statement. Any transfer documents or certificates required by any applicable governing body or law to complete this transaction, including, without limitation, any forms relating to the transfer tax, the recordation tax or other similar tax.
The Closing Statement. At Closing, Buyer shall execute (where necessary) and deliver to Seller the following:
The Closing Statement. (a) The Closing Statement shall consist of a written statement delivered from Seller to Buyer (the “Closing Statement”) no later than five (5) Business Days prior to the Closing Date, setting forth Sellers’ good faith estimate of:
(i) the Total Actual Revenue;
(ii) the amount of Total Actual Revenue that is related to Subscriber Accounts and CABS Accounts (excluding the Subscriber Accounts and CABS Accounts listed on Exhibit A hereto) that are more than forty-five (45) days past due from the invoice due date;
(iii) the outstanding amounts of the current, 30-day, 60-day, 90-day and 120-day+ CABS A/R and the current, 30-day, 60-day, 90-day and 120-day+ Subscriber A/R, as of the last day of the calendar month ending immediately prior to the Benchmark Date;
(iv) Pre-Paid Expenses as of the Closing Date; and
(v) Customer Prepayments as of the Closing Date. Should Buyer object to any of the amounts or calculations in the Closing Statement, Buyer and Sellers shall cooperate in a diligent good faith manner to resolve such objections prior to the Closing, and the Closing Statement shall be adjusted prior to the Closing to reflect any changes agreed to by Buyer and Sellers prior to the Closing.
(b) The “Closing Date Payment” shall be an amount equal to the Base Purchase Price:
(i) minus an amount equal to (A) (I) the amount by which $15,900,000 exceeds the Total Actual Revenue set forth on the Closing Statement, divided by (II) $15,900,000, multiplied by (B) the Base Purchase Price;
(ii) for purposes of Section 3.3(b)(i) above, the Total Actual Revenue used for such adjustment as set forth on the Closing Statement shall not include any Revenue related to Subscriber Accounts that are more than forty-five (45) days past due from the invoice due date (unless related to the accounts listed in Exhibit A);
(iii) minus the amount by which $5,842,365 (which is the current and 30-day Subscriber A/R and the current and 30-day CABS A/R balance of as September 30, 2012) exceeds the sum of the current and 30-day Subscriber A/R and the current and 30-day CABS A/R, as of the last day of the calendar month ending immediately prior to the Benchmark Date set forth on the Closing Statement, if any;
(iv) plus the amount of the Pre-Paid Expenses as of the Closing Date set forth on the Closing Statement;
(v) minus the amount of the Customer Prepayments as of the Closing Date set forth on the Closing Statement; and
(vi) minus the Escrow Amount.
(c) At the Closing, Buyer shall (i) pay to S...
The Closing Statement. A letter to each tenant under an Assigned Lease, in substantially the form of Exhibit 10 attached hereto, advising such tenant of the sale of the Property and directing that after the Closing Date all rent and any other amounts due from such tenant and all future correspondence relating to such Assigned Lease, as the case may be, shall be sent to Purchaser.
The Closing Statement. The Closing Statement.
The Closing Statement. Upon Purchaser's delivery of all required documents and instruments and its payment of the Purchase Price and other amounts required herein, Purchaser and Seller shall prepare and sign a closing statement reflecting the adjustments and payments made and agreements in connection therewith (the "Closing Statement"). Seller shall deliver a copy of the fully executed Closing Statement and all of the aforesaid documents to the Title Company which shall close in accordance with any escrow instructions consistent with this Agreement and mutually agreeable to the parties hereto and such Closing Statement.
