Closing Date Calculations Sample Clauses

Closing Date Calculations. As set forth in this Section 2.5, Insurer, Company and Plan Trustee (at the direction of Independent Fiduciary) will cooperate in good faith to calculate the Closing Date Asset Portfolio Full Market Value and the Closing Date Cash Amount, with respect to each Group Annuity Contract, prior to the Closing Date to reconcile any adjustments to the Base Annuity Premium.

Closing Date Calculations. (a) No later than three (3) Business Days, and not earlier than ten (10) Business Days, prior to the anticipated Closing Date, the Equityholder shall deliver to Buyer a preliminary estimate of assets and asset contract liabilities associated with amounts included in the Contributed Assets as of the close of the Business Day immediately preceding the Closing Date, together with a written statement (the “Equityholder Statement”) setting forth a reasonable good faith estimated calculation, based on the books and records of the Company, of, the Cash (the “Initial Cash Amount”), the Indebtedness of the Company (the “Initial Indebtedness Amount”), the Transaction Expenses (the “Initial Transaction Expenses Amount”) and the Net Contract Asset Amount (the “Initial Net Contract Asset Amount”), in each case, as of the Closing (except the Initial Net Contract Asset Amount shall be as of the Closing Reference Date) for purposes of calculating the Closing Cash Amount, which will be prepared in accordance with the Accounting Practices and Procedures and the definitions thereof and be accompanied by reasonable supporting details and work papers. An example of the manner in which the Initial Indebtedness Amount and Initial Net Contract Asset Amount should be calculated for purposes of this Agreement is set forth on Annex D attached hereto. The Buyer and its accountants shall be entitled to review the Equityholder Statement and any working papers, trial balances and similar materials relating to the Equityholder Statement and the calculation of the Initial Net Contract Asset Amount, Initial Indebtedness Amount, Initial Cash Amount and Initial Transaction Expenses Amount prepared by Equityholder or its accountants. Equityholder shall also provide Buyer and its accountants with reasonable access, during normal business hours, to Equityholder’s relevant employees and outside accountants, properties, books and records to the extent involved with or related to the preparation of the Equityholder Statement. The Equityholder will review any good faith comments proposed by ▇▇▇▇▇ with respect to such estimates and make appropriate revisions to the Equityholder Statement as are reasonably requested by ▇▇▇▇▇. (b) Within one hundred eighty (180) days following the Closing Date, the Equityholder shall deliver to Buyer a written statement setting forth a calculation of the Indebtedness of the Company as of the Closing, a calculation of the Cash as of the Closing, a calculation of the Tr...

Closing Date Calculations. No more than three Business Days prior to the Closing, Seller shall prepare and deliver to Buyer: (i) a balance sheet statement (the “Closing Date Calculation Statement”) setting forth its estimate of (i) the Working Capital (the “Estimated Working Capital”) and (ii) calculation of the Purchase Price according to Section 2.1(the “Estimated Purchase Price”); (ii) copies of all Payoff Letters covering the Estimated Indebtedness; and SPI-900029917v22 13 (iii) wire instructions for accounts to which payments set forth in Section 2.3(b)(i) and Section 2.3(c) shall be made.