Closing Date Working Capital Statement Clause Samples

Closing Date Working Capital Statement. As promptly as practicable, but in any event within 60 calendar days following the Closing, the Seller shall deliver to the Purchaser a statement of Working Capital of the Business as of the close of business on the Closing Date (as such may be adjusted following resolution of disputes in accordance with Section 2.07(e), the “Closing Date Working Capital Statement”), setting forth the Working Capital of the Business as of the close of business on the Closing Date (the “Closing Date Working Capital”), and the calculation thereof. The Closing Date Working Capital Statement shall be prepared in a manner consistent with the Reference Balance Sheet except as set forth in the definition of Working Capital. The Closing Date Working Capital Statement shall be deemed final for the purposes of this Section 2.07 upon the earliest of (x) the failure of the Purchaser to notify the Seller of a dispute within 60 calendar days of the Seller’s delivery of the Closing Date Working Capital Statement to the Purchaser, (y) the written resolution of all disputes, pursuant to Section 2.07(e)(ii), by the Seller and the Purchaser, and (z) the written resolution of all disputes, pursuant to Section 2.07(e)(ii), by the Independent Accounting Firm.
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Closing Date Working Capital Statement. (a) Not later than forty-five (45) days after the Closing Date, Seller will prepare and deliver to Buyer a statement of the Closing Date Working Capital Amount as of the close of business on the day prior to the Closing Date (the “Closing Date Working Capital Statement”), prepared in accordance with GAAP consistently applied, provided, however, notwithstanding GAAP to the contrary, (i) the amounts set forth opposite Adjustment #1, Adjustment #2 and Adjustment #3 on Schedule 1.1(mmm) shall not change and (ii) all payments made to Borland UK (Limited) in connection with the agreement identified in Schedule 4.6(e)(1) shall be capitalized as a current asset (reflecting any applicable amortization). Seller agrees to provide Buyer and Buyers’ accountants, at no cost to Buyer, access to the books and records of Seller to the extent reasonably requested by Buyer for purposes of reviewing the Closing Date Working Capital Statement and will cause appropriate personnel of Seller to provide reasonable assistance to Buyer and its representatives, at no cost to Buyer, in connection with their review of the Closing Date Working Capital Statement. (b) Unless Buyer notifies Seller in writing that Buyer disagrees with any aspect of the Closing Date Working Capital Statement (such notice to include Buyer’s objections and reasonably detailed proposed revisions to said statement and in reasonable detail the basis therefor along with any relevant supporting data), within thirty (30) days after receipt thereof, the Closing Date Working Capital Statement shall be conclusive and binding on Buyer and Seller. If Buyer so notifies Seller in writing within such thirty (30) day period, then Seller and Buyer shall attempt to resolve their differences with respect thereto within fifteen (15) days after Seller’s receipt of Buyer’s written notice of disagreement. If Buyer and Seller resolve their differences with respect to the Closing Date Working Capital Statement within such fifteen (15) day period, then the Closing Date Working Capital Statement, with such modifications necessary to reflect such agreement of Buyer and Seller, shall be conclusive and binding on Seller and Buyer. Any disputes not resolved by Seller and Buyer within such fifteen (15) day period regarding the Closing Date Working Capital Statement will be resolved by a nationally recognized independent accounting firm (i.e., “Big 4”) jointly retained by Seller and Buyer (the “Firm”). The Firm shall make a determination on ...
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Closing Date Working Capital Statement. The Company shall have delivered to Parent and the Payment Agent the Closing Date Working Capital Statement at least three (3) business days prior to the Closing, which shall have been certified as having been prepared in good faith and based on reasonable assumptions by the Chief Financial Officer of the Company. The Closing Date Working Capital Statement shall include all invoices reasonably expected to be received by the Company at or prior to the Closing Date.
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Closing Date Working Capital Statement. (a) Not later than sixty (60) calendar days after the Closing Date, the Vendor shall, using all reasonable efforts, cause a statement of Working Capital as of the Closing Date (the “Draft Closing Date Working Capital Statement” and, as finally determined pursuant to the provisions of this Section 2.4, the “Closing Date Working Capital Statement”) together with working papers setting out details of the calculations to be delivered to the Purchaser, which such Draft Closing Date Working Capital Statement shall (i) set out the Working Capital as of immediately prior to the Closing (such draft Working Capital, as finally determined in the Closing Date Working Capital Statement pursuant to the provisions of this Section 2.4, referred to as the “Closing Date Working Capital”) and (ii) be determined in accordance with generally accepted accounting principles and on a basis consistent with the indicative calculation set forth in Schedule 2.4(a) and the Business’ past practice used in calculating the components of Working Capital for preparation of the Financial Statements (except that, to the extent that the past practices of the Business used in determining the book value of any category or category item of any asset or liability are not consistent with generally accepted accounting principles, such past practices shall not be used in determining the book value of such category or category item of asset or liability in the Closing Date Working Capital). Any amounts included in the Closing Date Working Capital Statement denominated in a currency other than U.S. dollars shall be converted into U.S. dollars as set forth at, or as near as possible to, 4:00 p.m. (Eastern time) on the Closing Date on the Reuters World Currency Page for such currency, or, in the event that such rate does not appear on the applicable Reuters currency page, the spot rate of exchange of Bank of America, N.A. in the market where its foreign currency exchange operations in respect of such currency are then being conducted at, or as near as possible to, 4:00 pm (Eastern time) on the Closing Date. The Purchasing Parties shall reasonably cooperate with the Vendor and its accountants to the extent required to prepare the Draft Closing Date Working Capital Statement, including providing the Vendor and its accountants access at all reasonable times to the Corporation’s personnel, books and records for purposes of preparing the Draft Closing Date Working Capital Statement. (b) During the period fro...
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Closing Date Working Capital Statement. Within ninety (90) days after the Closing Date, the Buyer shall prepare, or shall cause to be prepared, and deliver to the Equityholders’ Representative a statement of the Company as of the Calculation Time, which shall be prepared and determined in accordance with this Agreement and GAAP applied on a basis consistent with past practices of the Company (the “Closing Date Working Capital Statement”), in a form consistent with the Form Working Capital Statement, and shall include a statement of the amount of Working Capital that existed as of the Calculation Time, together with a representation that such Closing Date Working Capital Statement and such amount of Working Capital were prepared and determined in accordance with this Agreement and GAAP applied on a basis consistent with past practices of the Company. The Working Capital as finally determined pursuant to this Section 3.2 is referred to herein as the “Final Working Capital.” At the request of the Equityholders’ Representative, the Buyer shall provide the Equityholders’ Representative with information and documentation supporting the Closing Date Working Capital Statement and the Final Working Capital and shall make representatives of the Buyer available to answer questions with respect thereto.
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Closing Date Working Capital Statement. Guimaraes shall have caused the Company to prepare and deliver to Buyer no later than five (5) Business Days before the Closing Date a statement (the “Estimated Working Capital Statement”) which shall set forth Guimaraes’ good faith estimate of (i) the Company's estimated Net Working Capital at the Closing Date, (ii) Target Working Capital (with the difference equaling the “Closing Working Capital”) and (iii) the Purchase Price, as adjusted pursuant to Section 1.02(c)(i) (such adjustment amount, the “Purchase Price Adjustment Amount”). The Estimated Working Capital Statement shall contain all information reasonably necessary to determine all applicable calculations, including appropriate supporting documentation.
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Closing Date Working Capital Statement. A Closing Date Working Capital Statement will be provided prior to Closing (the Preliminary Closing Date Working Capital Statement), at Closing (the Estimated Working Capital Statement) and post-Closing (the Actual Closing Date Working Capital Statement) pursuant to Article III.
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Related to Closing Date Working Capital Statement

  • Closing Financial Statements At least eight Business Days prior to the Effective Time of the Merger, Malvern shall provide First Bank with ▇▇▇▇▇▇▇’s consolidated financial statements presenting the financial condition of Malvern and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Malvern’s consolidated results of operations for the period from January 1, 2022 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, that if the Effective Time of the Merger occurs on or before the 15th Business Day of the month, ▇▇▇▇▇▇▇ shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall be accompanied by a certificate of ▇▇▇▇▇▇▇’s chief financial officer, dated as of the date of delivery, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Malvern in all material respects. Such financial statements shall have been prepared in all material respects in accordance with GAAP, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall also reflect as of their date (a) accruals for (i) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for Malvern for services rendered in connection with the transactions contemplated by this Agreement, (ii) any employee severance, retention or change-in-control payments or expenses consistent with the terms of this Agreement, (iii) any payment made or expense accrued for the purchase of a directors’ and officers’ liability insurance policy pursuant to this Agreement, (iv) other third-party costs, fees and expenses incurred or accrued by Malvern in connection with the transactions contemplated by this Agreement, and in each case, paid by ▇▇▇▇▇▇▇ or payable by Malvern prior to the Effective Time, (v) losses incurred or accrued by ▇▇▇▇▇▇▇ relating to the loans listed in Section 8.2(f)(1) of Malvern’s Disclosure Memorandum, (vi) costs, fees expenses, or any other amounts or payments, incurred or accrued by Malvern in connection with the matter set forth in Section 8.2(f)(2) of Malvern’s Disclosure Memorandum, (vii) changes in accumulated other comprehensive income from September 30, 2022 through the Closing Date, and (viii) changes to changes to GAAP or regulatory accounting requirements, including GAAP shareholders’ equity as a result of the initial adoption of the Current Expected Credit Losses (CECL) Methodology and (b) the shareholders’ equity referenced in Section 8.2(f).

  • Closing Date Balance Sheet (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

  • 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.

  • 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.

  • 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.