Closing Settlement. At least two (2) Business Days prior to the Closing, all intercompany and affiliate balances then outstanding between any Wilhelmina Transferred Company, on the one hand, and any other Wilhelmina Transferred Company or any Seller, on the other hand, shall be settled by the applicable parties thereto in accordance with their terms and theretofore extinguished, and no such intercompany or affiliate balances shall arise between such time and the Closing. In the event that the Sellers or the Wilhelmina Transferred Companies or their Subsidiaries take any action outside the ordinary course of business on the Closing Date at or after the Closing which affects any item in the calculations pursuant to Article 2 except as expressly contemplated by this Agreement, such calculations shall be appropriately adjusted to exclude the effect of any such actions. The Xxxxxxxx Note shall be repaid at Closing pursuant to Section 2.10.
Closing Settlement. On the Closing Date, the Company shall provide to the Reinsurer with a completed report in the form of Exhibit K, but which shall contain information covering the period from the Effective Date up to and including the Closing Date (“the Closing Settlement Report”). Amount due under the Closing Settlement Report shall be paid on the Closing Date or such later time as the Parties may agree.
Closing Settlement. On the Closing Date (as defined below) and the Settlement Date (as defined below), respectively, the District will deliver or cause to be delivered the documents mentioned in Section 5 hereof at the offices of Xxxxxx & Xxxxxx LLP (“Special Counsel”) in Sacramento, California, or at such other place as shall have been mutually agreed upon by the Purchaser and the District.
Closing Settlement. Closing or Settlement hereunder shall take place on ------------------ December 2, 1996, or earlier if mutually agreed.
Closing Settlement. The closing of the Exchange Transaction (the “Closing”) shall take place on June 16, 2014 (the third business day after the date of this Agreement) or such other date as may be mutually agreed by the parties (the “Settlement Date”). At the Closing, the Company shall cause the transfer agent for the Common Stock to issue and deliver the Shares duly registered and freely tradable through the facilities of DTC by DWAC to the custodian and account provided to the Company in writing by the Holder. The Holder hereby agrees that, upon and subject to the Closing, all of the Company’s obligations under the Warrant shall be automatically terminated and cancelled in full without any further action required, and that this Section 1.2 shall, upon the Closing, constitute an instrument of termination and cancellation of the Warrant. Within five business days after the Closing, the Holder shall deliver to the Company the original Warrant. However, for the avoidance of any doubt, as of the Closing all of the Holder’s rights under the Warrant shall be extinguished.
Closing Settlement. As soon as practicable, but not more than ninety (90) days following the date of the Closing (the "Closing Date"), HHOC shall provide to Purchaser a settlement statement (the "Settlement Statement"), subject to audit and verification by Purchaser which sets forth an accounting, prepared separately by well for each of the wellx xxxcribed in Exhibit "A" or Exhibit "A-1" hereto and for each related pipeline and for each Seller, of the portion of the Purchase Price allocable to such Seller and increases and decreases thereto pursuant to the provisions of Section 4(a) and Section 4(b)
Closing Settlement. Within sixty (60) business days after Closing, SLOPI and its Affiliates shall make a final post-closing settlement to account for all revenues, expenditures, accruals for taxes described in Section 9.10(a)(3) of the Agreement and other obligations associated with the period starting with 1/1/98 and inclusive through the Effective Time to insure the division of economic benefits and burdens as contemplated under these true-up accounting principles. SLOPI and its Affiliates shall provide TMR with access to the post closing settlement calculation and the work papers related thereto. If after such 60 business day period, TMR shall have an objection to the calculation of the post closing settlement, then the parties shall attempt to resolve such dispute over the 15 business day period following the delivery of the post closing statement. If no objections are made during such 15 business day period, the applicable party shall pay the other party in cash the net amount owed pursuant to the post closing settlement, and if there is a dispute, the net amount of any undisputed amounts. If disputes with respect to the final settlement cannot be resolved within the 15 business day period, then either party with notice to the other party may submit the matters in dispute to Arthur Andersen & Co. or such other nationally recognized independent xxxxxxtxxx xxxx as may be approved by the parties, which firm shall render an opinion on such disputed matters. Within five days of the delivery of such opinion, the amounts owed as determined by such accounting firm shall be paid in cash by the owing party to the other party. ACCOUNTING INFORMATION TO BE PROVIDED TO SLOPI BY TMR TMR shall provide SLOPI financial information necessary for SLOPI to recognize and disclose its interest in TMR in accordance with SEC requirements. This will include access to information necessary to convert TMR's financial records to successful efforts accounting and the costs of conversion from full cost to successful efforts shall be borne by SLOPI. For the 10-Q reporting periods ending March 31, June 20 and September 30 of each year, TMR shall provide such information on or about the 30th day following the end of the applicable period, absent special circumstances in which case it will be provided as soon as practicable, but in no event later than the 40th day following the end of the applicable period. For calendar year periods, TMR shall provide such information on or about the 60th day following t...
Closing Settlement. (a) All amounts of a periodical nature including payments under or pursuant to the Assigned Contracts, permits, prepaids, accrued salary costs and other items which are payable or receivable in respect of the Business set forth on Schedule 2.4 to the Disclosure Letter relating to a period of time both prior to and after the Effective Time has been apportioned between the Buyer, on the one hand, and the Seller, on the other hand, as of the Effective Time. The parties agree to settle amounts due regarding such apportionment at the Closing.
Closing Settlement. 14 (c) Interim Accounting, Payment and Collection Services . . . . . . . . . . . . . . . . . . . . . . . . 14 16. TAXES, COSTS, AND FEES . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 (a)
Closing Settlement. At Closing, SHELL shall pay to PLAINS a Closing Settlement herein defined as the sum of $1,060,483.00 which reflects the mutually agreed upon net cash flow before tax generated by the SHELL Property between April 1, 1997 and October 31, 1997. Notwithstanding the above, the net cash flow before tax generated by the SHELL Property excludes the costs and expenses associated with the projects described in section 25(p) and 25(q) herein. Both SHELL and PLAINS agree that the Closing Settlement sum contained in this section 15(b) shall also serve as the entire Closing Settlement between the Parties, and no post-closing settlement will be provided for herein.
