The Closing Statement. 3.5 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. (b) 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. 9.2.3. 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. All documents listed above shall be in form and substance reasonably satisfactory to Seller and its legal counsel
The Closing Statement. For purposes of determining actual --------------------- Adjusted Net Worth, actual Company Debt, actual Permitted Debt and actual Permitted Reserve, in each case on the Closing Date, and actual Permitted Accrual on December 31, 1996, the Surviving Corporation shall prepare or cause to be prepared promptly following the Closing, a balance sheet of the Company as of the Closing Date and income statements of the Company for the year ended December 31, 1996 and for the period commencing January 1, 1997 and ending on the Closing Date. Such balance sheet and income statements shall be prepared in accordance with GAAP. Such balance sheet and income statements prepared and finally determined as provided in this Section 2.04 is referred to herein as the "Closing Statement." Within 45 days following the Closing, the Surviving Corporation shall deliver to the Stockholders a final draft of the Closing Statement. All determinations of the Stockholders with respect to all matters referred to in this Section 2.04 shall require the approval of all of the Stockholders.
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:
The Closing Statement. 9.2.5 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. 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. The sale of the Project will be closed through an escrow closing with the Escrow Agent. Any escrow fee charged by the Escrow Agent shall be divided equally and paid by Buyer and Seller. The Seller and Buyer shall execute and deliver such escrow instructions and other escrow-related documents as may reasonably be necessary in connection with Closing. Seller shall pay the cost of the grantor tax imposed by Virginia Code Section 58.1-802, and Buyer shall pay fees (other than the grantor tax which is the Seller’s responsibility as provided above) for recording the Deed and the cost of recording taxes imposed by Virginia Code Section 58.1-801 and 58.1-814 (collectively the “Grantee Tax”), provided that Buyer shall not be responsible with any fees connected with the payment or release of the Curable Liens. The premium for Buyer’s policy of title insurance and all title examination fees will be paid by Buyer. Buyer shall have the right to obtain title insurance from a title company or a title insurance agency other than the title company and agency that issued the Title Commitment, but if Buyer elects to obtain title insurance from another title company or agency, it shall pay at or prior to Closing all costs, fees, penalties and other charges for the Title Commitment (and cancellation thereof). Seller shall pay the cost of the Survey, provided that Buyer shall pay the cost of any updates or revisions desired by Buyer. Buyer shall pay the cost of all other investigations of the Project performed by or on behalf of Buyer. Each party shall pay its own attorneys’ fees.
The Closing Statement. The Closing Statement.
