Common use of Closing Statement Preparation Clause in Contracts

Closing Statement Preparation. Promptly following the Closing, but in no event later than ninety (90) days after the Closing, the Purchaser shall prepare or cause to be prepared and deliver to Seller a statement (the “Closing Statement”) setting forth in reasonable detail and with reasonable supporting documentation its calculation of the Transaction Price, including calculations of (i) the amount of Cash, (ii) the amount of Working Capital, (iii) the amount of CCG Entities Indebtedness, LSB Receivables and LSB Payables, in each case as of immediately prior to Closing and (iv) the amount of Transaction Expenses. The Purchaser shall prepare the Closing Statement in accordance with this Agreement and, to the extent not inconsistent with this Agreement and otherwise applicable to the particular calculation, GAAP on a basis consistent with the Standards. If the Purchaser does not deliver the Closing Statement when required, the Seller may prepare and deliver a Closing Statement to the Purchaser within one hundred and twenty (120) days after the Closing, and, in such case, the Purchaser shall have the Seller’s objection rights under Section 2.3(f). If neither the Purchaser nor the Seller prepares and delivers a Closing Statement as provided herein, then the Estimated Statement shall be deemed also to be the final Closing Statement binding on the parties hereto.

Appears in 1 contract

Sources: Stock Purchase Agreement (LSB Industries Inc)

Closing Statement Preparation. Promptly following the Closing, but in no event later than ninety (90) days after the Closing, the Purchaser shall prepare or cause to be prepared and deliver to Seller a statement (the “Closing Statement”) setting forth in reasonable detail and with reasonable supporting documentation its calculation of the Transaction Price, including calculations of (i) the amount of Cash, (ii) the amount of Working Capital, (iii) the amount of CCG Entities Indebtedness, LSB Receivables and LSB Payables, in each case Company Indebtedness as of immediately prior to Closing and Closing, (iv) the amount of Transaction ExpensesExpenses and (v) the amount of the Bonus Accrual Payoff Adjustment. The Purchaser shall prepare the Closing Statement in accordance with this Agreement and, to the extent not inconsistent with this Agreement and otherwise applicable to the particular calculation, GAAP on a basis consistent with the Standards. If the Purchaser does not deliver the Closing Statement when required, the Seller may prepare and deliver a Closing Statement to the Purchaser within one hundred and twenty (120) days after the Closing, and, in such case, the Purchaser shall have the Seller’s objection rights under Section 2.3(f). If neither the Purchaser nor the Seller prepares and delivers a Closing Statement as provided herein, then the Estimated Statement shall be deemed also to be the final Closing Statement binding on the parties hereto.

Appears in 1 contract

Sources: Equity Purchase Agreement (Nci Building Systems Inc)