Closing Statement Clause Samples
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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 ther...
Closing Statement. The Closing Statement, executed by Buyer.
Closing Statement. The Closing Statement.
Closing Statement. Lender and Borrower shall have agreed upon a detailed closing statement in a form reasonably acceptable to Lender, which includes a complete description of Borrower’s sources and uses of funds on the Closing Date.
Closing Statement. A closing statement conforming to the proration and other relevant provisions of this Agreement.
Closing Statement. A closing statement setting forth the Purchase Price and all credits, adjustments and prorations between Buyer and Seller, and the net Cash to Close due from Buyer.
Closing Statement. (i) As soon as practicable after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer shall prepare, or cause to be prepared, at the Company’s cost, and deliver to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and each of the Purchase Price Elements, in each case, together with supporting documentation for such calculations reasonably requested by Seller. The Closing Statement shall be prepared in accordance with the terms of (including definitions contained in) this Agreement and the Accounting Principles. Buyer shall afford, and shall cause the Company to afford, to Seller and any accountants, counsel or financial advisers retained by Seller in connection with the review of Closing Statement in accordance with this Section 1.4(d), reasonable access to all the properties, books, Contracts and records of the Company and such Representatives of the Company (including the Company’s accountants) relevant to the review of the Closing Statement and Buyer’s determination of Purchase Price Elements; provided, that (w) Seller shall have executed customary access and confidentiality agreements (to the extent not already executed), (x) work papers of the Company’s accountants shall be made available only if permitted by such accountants (it being agreed that Buyer shall use commercially reasonable efforts to cause such accountants to permit such access to their work papers), (y) such access or furnishing of information shall be conducted during normal business hours and upon reasonable request and upon reasonable advance notice, and in a manner not to interfere with the businesses or operations of the Company and (z) Buyer may, and may cause the Company to, withhold access to any information that is subject to confidentiality obligations prohibiting disclosure or if disclosed, such information would result (in Buyer’s reasonable discretion in consultation with counsel) in a waiver of attorney-client privilege or other legal privilege. If Seller objects that any of the Purchase Price Elements or the Purchase Price as set forth in the Closing Statement were not calculated in accordance with the Accounting Principles (to the extent applicable) or the other terms of this Agreement, Seller shall within forty-five (45) days after receipt thereof notify Buyer of the same in writing (an “Objection Notice”), which notice shall specify the disputed item(s) or amount(s), the...
Closing Statement. The Closing Statement, in form reasonably satisfactory to Seller and its counsel.
Closing Statement. A closing statement setting forth the allocation of closing costs, purchase proceeds, etc.
Closing Statement. The Closing Statement summarizing the prorations and other financial aspects of the transaction contemplated by this Agreement.