Closing Payment Statement Clause Samples
The Closing Payment Statement clause outlines the requirement for a detailed summary of all financial transactions and adjustments to be finalized and exchanged at the closing of a deal. Typically, this statement lists the purchase price, prorated expenses, credits, and any other amounts owed by either party, ensuring both sides agree on the final figures before funds are transferred. Its core function is to provide transparency and prevent disputes by clearly documenting the financial terms and obligations at the point of closing.
Closing Payment Statement. The Closing Payment Calculation Statement, in a form satisfactory to Buyer, shall have been prepared in accordance with Section 1.02(c) and previously delivered by the Seller Representative to Buyer.
Closing Payment Statement. Prior to the Closing Date, Seller has delivered to Purchaser a certificate executed by a duly authorized officer of Seller containing a statement (the “Closing Payment Statement”) setting forth (i) Seller’s good faith estimate of the aggregate amount of the Cash Equivalents, (ii) Seller’s good faith estimate of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Seller’s good faith estimate of the Closing Indebtedness, (iv) Seller’s calculation of the Aggregate Purchase Price based on the foregoing (the “Estimated Aggregate Purchase Price”) and (v) Seller’s good faith estimate of the Loan Receivables (it being understood and agreed by the parties that such good faith estimates are based on Seller’s calculation of Net Working Capital and Closing Indebtedness as of July 31, 2018).
Closing Payment Statement. No later than the third Business Day prior to the Closing Date, the Company shall deliver to the Counterparty the Closing Payment Statement, the Closing Payment Allocation Schedule and the Estimated Closing Statement.
Closing Payment Statement. No later than the third Business Day prior to the Closing Date, the Seller shall deliver to the Buyer (a) the Closing Payment Statement and (b) to the extent Seller is requesting Buyer to direct any payments in accordance with Section 1.9, the applicable Option Payment Schedule with respect to the Aggregate Closing Option Cash-Out Payment Amount.
Closing Payment Statement. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a written statement (the "Closing Payment Statement") setting forth (i) Seller's good faith estimate of the aggregate amount of all Cash held by the Company and its Subsidiaries as of immediately prior to the Closing, (ii) Seller's good faith estimate of the Net Working Capital as of immediately prior to the Closing, determined in accordance with the sample calculation of Net Working Capital set forth on Exhibit A attached hereto and GAAP, (iii) Seller's good faith estimate of the aggregate amount of any unpaid Company Transaction Expenses as of immediately prior to the Closing, (iv) Seller's good faith estimate of the aggregate amount of Indebtedness as of immediately prior to the Closing, (v) Seller’s good faith estimate of the Capital Expenditure Adjustment (if any); and (vi) Seller's calculation of the Aggregate Purchase Price based on the foregoing. Purchaser shall have the opportunity to review all materials and information used by Seller in preparing the Closing Payment Statement, Seller shall make available such personnel as are reasonably necessary to assist Purchaser in its review of the Closing Payment Statement, and Seller shall consider in good faith any comments thereto made by Purchaser.
Closing Payment Statement. (a) No later than the third Business Day prior to the Closing Date, the Seller shall deliver to the Buyer the Closing Payment Statement.
(b) The Seller hereby acknowledges and agrees that the Buyer, the Company (post-Closing) and their respective Affiliates, will have no responsibility or Liability to any equityholder of Seller or any other Person arising or resulting from or otherwise in connection with the Seller’s post-Closing distribution of the Closing Cash Consideration, including any claim that the amounts payable pursuant to or based on information set forth in the Closing Payment Statement.
Closing Payment Statement. Two (2) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a statement (the “Closing Payment Statement”), signed by an officer of Seller on behalf of Seller, setting forth (i) its good faith estimate of the Net Working Capital Amount (such estimate is referred to as the “Estimated Net Working Capital Amount”), (ii) its good faith estimate of the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iii) its good faith estimate of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), and (iv) the amount of funds to be delivered to Seller, and wire instructions for the accounts to which funds are to be wired to Seller and each party to whom Estimated Closing Date Indebtedness and the Estimated Company Transaction Expenses are to be paid. Section 2.3 of the Disclosure Schedule sets forth an example of Closing Payment Statement.