Closing Calculation. After delivery of the Closing Statement, ------------------- Buyer shall be entitled to full access to the relevant books and records prepared by or for Seller to the extent required to review the calculation of Closing Adjustment set forth on the Closing Statement. If Buyer believes that the Closing Adjustment calculation (hereinafter the "Closing Calculation") has ------------------- not been properly calculated in accordance with the calculation methodologies set forth in this Section 3.3, it shall, within thirty (30) days after receipt of the Closing Calculation, give written notice (the "Objection") to Seller, --------- setting forth the basis of its belief in reasonable detail and the adjustments to the Closing Calculation which Buyer believes should be made. Failure to so notify Seller shall constitute acceptance and approval of the Closing Calculation. If Seller agrees that any change proposed by Buyer is appropriate, the change shall be made to the Closing Calculation. If any proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of thirty (30) days following the date on which Buyer delivers the Objection, there remains any dispute as to the Closing Calculation, then, the Palo Alto office of Ernst & Young or another major accounting firm jointly selected by Seller and Buyer and with no ties to either Buyer or Seller (the "Neutral Accounting Firm"), shall be engaged ----------------------- to resolve any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator to determine only those issues still in dispute. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 3.3, shall be made within thirty (30) days following the date on which the dispute is submitted, shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusive. The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller and Buyer.
Closing Calculation. Seller shall be entitled to reasonable access to the records and working papers prepared by or for Buyer specifically for the calculation of the Closing Working Capital to aid Seller's review of Buyer's Closing Statement. If Seller believes that the Closing Working Capital set forth on Buyer's Closing Statement has not been properly calculated in accordance with this Section 2.3, it shall, within thirty (30) days after receipt of Buyer's Closing Statement, give written notice ("SELLER'S OBJECTION") to Buyer, setting forth the basis of Seller's objection and the adjustments to Buyer's Closing Statement which Seller believes should be made. Failure to so notify Buyer within such thirty (30) day period shall constitute acceptance and approval by Seller of Buyer's Closing Statement. If any proposed change set forth in Seller's Objection is not accepted by Buyer, then Buyer shall within thirty (30) days after receipt of Seller's Objection give written notice to Seller of Buyer's objection to such change ("BUYER'S OBJECTION"). Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Objection. For a period of twenty (20) days after Buyer's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remain unresolved, then:
Closing Calculation. No later than three (3) Business Days prior to the Closing Date, the Sellers’ Representative shall prepare and deliver to Buyers (a) a consolidated balance sheet of the Company Group setting forth the Sellers’ reasonable and good faith estimate, as of the Closing Date, of the Estimated Closing Date Net Working Capital (the “Estimated Closing Date Balance Sheet”), and (b) a reasonably detailed statement (the “Closing Calculation Statement”), based on the Estimated Closing Date Balance Sheet setting forth the Sellers’ Representative’s good faith estimates of the Estimated Closing Date Cash on Hand, the Estimated Closing Date Net Working Capital, the Estimated Company Closing Indebtedness, Estimated Company Closing Assumed Indebtedness, the Estimated Selling Expenses, Estimated Customer Deposits Amount and the calculation of the Closing Cash Amount. The Estimated Closing Date Balance Sheet and the Closing Calculation Statement shall be accompanied by reasonable supporting details, an itemized breakdown of each component of the Closing Calculation Statement and work papers, and shall be prepared in accordance with the applicable definition(s) and the Accounting Principles.
Closing Calculation. Prior to the Closing Date, the Selling Parties have delivered to Buyer an estimated, unaudited, consolidated balance sheet of the Acquired Companies as of the Sale Time prepared on a basis consistent with the Specified Accounting Principles (the "Estimated Closing Date Balance Sheet"), together with a calculation (the "Closing Calculation") setting forth the Estimated Closing Date Cash, the Estimated Closing Date Indebtedness (with copies of the Indebtedness Payoffs attached), the Selling Expenses unpaid as of the Sale Time (with copies of the Selling Expenses Payoffs attached), and the Estimated Closing Date Net Working Capital.
Closing Calculation. To aid its review of Parent’s Closing Statement, the Stockholders’ Representative shall be entitled to reasonable access to the records and working papers prepared by Parent specifically for the calculation of the Working Capital. If the Stockholders’ Representative believes that the Working Capital set forth on Parent’s Closing Statement has not been properly calculated in accordance with this Section 3.9, it shall, within ten (10) days after delivery of Parent’s Closing Statement, give written notice (the “Objection”) to Parent, setting forth the detailed basis of each objection and the specific adjustments to Parent’s Closing Statement which the Stockholders’ Representative believes should be made. Failure to provide Parent with the Objection in accordance with this Section 3.9 within such ten (10) day period shall constitute acceptance and approval by the Stockholders’ Representative of Parent’s Closing Statement. For a period of ten (10) days after the Objection (the “Negotiation Period”), Parent and the Stockholders’ Representative shall negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remain unresolved, then:
Closing Calculation. Not later than three (3) Business Days prior to the Closing Date, Valence Parent shall deliver to Evolent an estimated unaudited consolidated balance sheet of the Business as of the Adjustment Time (the “Estimated Closing Date Balance Sheet”), together with a calculation (the “Closing Calculation”) in the same format as the Example Calculation setting forth the Estimated Net Working Capital and the Estimated Liability Coverage Amount as of the Adjustment Time and the Indebtedness Payoff Amount and the Valence Transaction Expenses estimated as of the Closing Date, which such items set forth in the Estimated Closing Date Balance Sheet and the Closing Calculation shall be based upon the books and records of Valence Parent, prepared in good faith and in accordance with GAAP as modified by the Specified Accounting Principles. Between the date on which the Estimated Closing Date Balance Sheet and the Closing Calculation are delivered to Evolent and the Closing, Valence Parent shall permit Evolent and its representatives to have reasonable access to Valence Parent’s auditors, accountants, personnel, books and records and any other documents or information reasonably requested by Evolent (including the information, data and work papers used by auditors or accountants that assisted in the preparation of the items set forth in the Estimated Closing Date Balance Sheet and the Closing Calculation). The Estimated Closing Date Balance Sheet and Closing Calculation shall be subject to Evolent’s consent, not to be unreasonably withheld, conditioned or delayed.
Closing Calculation. Not later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer an estimated unaudited balance sheet of the Business as of the Closing prepared on a basis consistent with the Interim Financial Statements (the “Estimated Closing Date Balance Sheet”), together with a calculation (the “Closing Calculation”) setting forth the Estimated Closing Date Cash and the Estimated Closing Date Net Working Capital and the amount of outstanding Selling Expenses and Indebtedness, together with invoices and payoff letters, as applicable, to be paid by Buyer pursuant to Section 2.3 and 2.4 above.
Closing Calculation. Not later than five (5) Business Days prior to the Closing Date, the Companies shall deliver to Buyer a calculation (the “Closing Calculation”) setting forth the Estimated Closing Date Cash on Hand, the Estimated Closing Date Net Working Capital (calculated in accordance with the definition of Net Working Capital), the Estimated Closing Date Indebtedness, the Estimated Closing Date COVID-19 Relief Indebtedness and the Estimated Selling Expenses and the Closing Cash Amount resulting therefrom, together with wire instructions from each payee of such Estimated Selling Expense and, to the extent requested by Buyer, accompanied by reasonable supporting details (including written invoices) and work papers. The Closing Calculation and each component thereof shall be prepared in accordance with this Agreement, the Accounting Principles and, with respect to other receivables, net, the Example Calculation. Buyer may deliver comments on the Closing Calculation to the Sellers on or before the date that is three (3) Business Days prior to the Closing Date, and the Sellers will consider in good faith any such comments delivered by Buyer, and if any adjustments are made, the Closing Calculation shall be revised accordingly; provided, that if disagreements are not resolved prior to the Closing Date, the applicable amounts set forth in the Closing Calculation delivered by the Sellers (as it may be adjusted to the extent mutually agreed) shall apply.
Closing Calculation. No later than two (2) Business Days prior to the Closing Date, Seller will deliver to Purchaser an estimated statement (the “Estimated Closing Statement”) setting forth in reasonable detail the Seller’s good faith calculation of (i) the balance sheet of the Company, on a consolidated basis, as of the close of business on the day immediately preceding the Closing Date prepared in accordance with GAAP on a basis consistent with the Most Recent Balance Sheet (the “Estimated Closing Date Calculation”), (ii) the Estimated Closing Date Cash on Hand, (iii) the Estimated Closing Date Net Working Capital, (iv) the Estimated Closing Date Closing Indebtedness and (v) the Estimated Closing Date Company Transaction Expenses.
Closing Calculation. (i) The Sellers shall fully cooperate with the Buyers and its agents in the calculation of the Closing Statement and the Net Tangible Asset Value and shall provide all such information reasonably requested by or on behalf of the Buyers or their independent public accountants to prepare the Closing Statement. The Sellers shall be entitled to full access to the relevant records and working papers prepared by or for the Buyers or their independent public accountants to aid in their review of the calculation of the Net Tangible Asset Value set forth on the Closing Statement. If any of the Sellers take exception to the calculation of the Net Tangible Asset Value as reflected on the Closing Statement, such Seller shall, within forty-five (45) calendar days after receipt of the Closing Statement, give written notice (the “Sellers’ Objection”) to the Buyers, setting forth the specific basis of the Sellers’ Objection in reasonable detail and, to the extent practicable, the adjustments to the Closing Statement which any such Seller believes should be made. Failure to so notify the Buyers shall constitute acceptance and approval of the Closing Statement by the Sellers and any items not timely disputed by the Sellers shall be deemed to be accepted by the Sellers. If the Buyers agree that any change proposed by any Sellers is appropriate, such change shall be made to the Closing Statement and shall be incorporated into the Adjusted Closing Statement (as defined below).
