Delivery of Closing Statement. Within 90 days after the Closing Date, Buyer shall cause to be prepared and shall deliver to Sellers a statement (the “Final Closing Statement”) setting forth in reasonable detail Buyer’s calculation of (i) the Closing Working Capital, (ii) the Closing Indebtedness, (iii) Closing Date Cash and (iv) the Closing Transaction Expenses.
Delivery of Closing Statement. Within 120 days after the Closing Date, Parent shall cause to be prepared and shall deliver to the Shareholder Representative a statement (the “Final Closing Statement”) setting forth in reasonable detail Parent’s calculation of (i) the Closing Cash, (ii) the Closing Working Capital, (iii) the Closing Indebtedness, and (iv) the Closing Transaction Expenses.
Delivery of Closing Statement. At least three Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of: (a) Cash as of the Adjustment Time (the “Estimated Cash”), (b) Working Capital as of the Adjustment Time (the “Estimated Working Capital”), (c) the aggregate amount of Indebtedness of the Company and the Company Subsidiaries as of Closing (the “Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), (e) the resulting calculation of Closing Per Share Merger Consideration and (f) based thereon the aggregate amounts payable to the Equityholders, including amounts to be withheld pursuant to Section 2.5 (the “Equityholder Payment Schedule”). Parent shall have no liability in respect of the calculations set forth on the Equityholder Payment Schedule. With respect to the items set forth on the Estimated Closing Statement, the exchange rate of any currency other than U.S. Dollars shall be determined based on the published Wall Street Journal rate on the date the Estimated Closing Statement is delivered by the Company to Parent. Upon delivery of the Estimated Closing Statement (and the calculations set forth therein), Parent shall notify the Company of any comments it has to the Estimated Closing Statement or the calculations set forth therein. If Parent has any such comments, the Company shall consider in good faith any such comments; provided that the failure of the Company to include any comments proposed by Parent, or the acceptance by Parent of the Estimated Closing Statement, shall not constitute an acknowledgement by Parent of the accuracy of the Estimated Closing Statement (or the calculations set forth therein) for purposes of Section 2.6.
Delivery of Closing Statement. Buyer shall deliver the Closing Statement and its determination of the resulting Purchase Price Adjustment to Seller accompanied by the report of the Auditors within 60 days after the Closing Date. The Auditors' report shall state without qualification that, in the Auditors' opinion, the Closing Statement presents fairly the Closing Net Working Capital in conformity with GAAP and Section 1.8(a). Buyer shall provide Seller with full access to all information, including books, records, work papers and backup materials used by Buyer in preparing the Closing Statement. The Closing Statement delivered to Seller shall be conclusive and binding on the parties for purposes of determining the Purchase Price Adjustment, unless Seller notifies Buyer of Seller's disagreement with the Purchase Price Adjustment in writing within 30 days after Seller's receipt of the Closing Statement. Seller's notice must state with specificity the amounts and the reasons for Seller's disagreement.
Delivery of Closing Statement. As soon as practicable after the Closing Date but no later than 120 days after the Closing Date, Purchaser shall prepare and deliver, or cause to be prepared and delivered, to Seller a written statement (the “Closing Statement”), setting forth in reasonable detail its calculation of the amount of (i) Closing Working Capital, (ii) Closing Cash and Cash Equivalents, (iii) Transaction Expenses, (iv) Closing Indebtedness and (v) Closing Tax Amount, and, based thereon, Purchaser’s calculation of the Purchase Price and the adjustment (if any) necessary to reconcile the Estimated Purchase Price to the Purchase Price, in each case, which shall be determined in accordance with the definitions in this Agreement and the Accounting Principles and shall not reflect any accounting principles, policies, methods, practices, categories, estimates, judgments or assumptions other than the Accounting Principles.
Delivery of Closing Statement. As promptly as practicable, but not later than sixty (60) days after the Closing, Buyer shall deliver to the Holder Representative a written statement (the “Proposed Closing Statement”) setting forth in reasonable detail Buyer’s good faith determination of (i) the Closing Cash Amount, (ii) the Closing Debt Amount, (iii) the Closing Net Working Capital and (iv) the Closing Transaction Expenses, and based on such calculations, Buyer’s proposed calculations of the Merger Consideration and the Adjustment Amount. The Proposed Closing Statement shall be prepared on a basis consistent with the Estimated Closing Statement, provided that, to the extent the Estimated Closing Statement was prepared in a manner inconsistent with this Agreement, the requirements of this Agreement shall control. The Parties agree that the purpose of preparing the Proposed Closing Statement and determining the Closing Cash Amount, the Closing Debt Amount, the Closing Net Working Capital and the Closing Transaction Expenses and the related merger consideration adjustment contemplated by this Section 3.6 is to measure the Closing Cash Amount, the Closing Debt Amount, the Closing Net Working Capital and the Closing Transaction Expenses, in each case, in accordance with the applicable defined terms, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Proposed Closing Statement or determining the Closing Cash Amount, the Closing Debt Amount, the Closing Net Working Capital and the Closing Transaction Expenses, or the resulting calculation of Merger Consideration, provided that, to the extent the Estimated Closing Statement was prepared in a manner inconsistent with this Agreement, the requirements of this Agreement shall control. At the Holder Representative’s reasonable written request, Buyer shall, and shall cause the Company and its Subsidiaries and its and their respective officers, employees, agents and representatives to, provide reasonable assistance during regular business hours to the Holder Representative and its agents in their review of the Proposed Closing Statement and shall provide the Holder Representative and its agents access at reasonable times to the personnel, properties, books and records (including any Tax Returns) of the Company and its Subsidiaries to the extent reasonably necessary for such pu...
Delivery of Closing Statement. Within sixty (60) days after each respective Closing Date, Purchaser will cause the applicable Corporation to provide Seller with a statement (the "Draft Statement") that sets out the determination of such Corporation's actual Working Capital and Net Indebtedness of the Closing Date, determined in accordance with this Agreement and in accordance with IFRS, consistently applied. Upon reasonable 113422456 request, (i) Seller shall cooperate fully with Purchaser and its representatives to the extent required to prepare the Draft Statement, and (ii) until the finalization of the Closing Statement, Purchaser shall provide to Seller and its representatives reasonable access to all working papers of Purchaser and the Corporations and their respective accounting and financial books and records relating to their respective Businesses and the appropriate personnel to the extent necessary to verify the accuracy, presentation and other matters relating to the preparation of the Draft Statement.
Delivery of Closing Statement. Within 90 days after the Closing Date, Xxxxx’x Buyer shall cause to be prepared and shall deliver to Xxxxx’x Seller a balance sheet of Xxxxx’x Seller as of the Effective Time prepared in good faith in accordance with GAAP applied on a basis consistent with the accounting principles and policies used in the preparation of the Interim Balance Sheet and a statement (collectively, the “Closing Statement”) setting forth in reasonable detail Closing Working Capital, Closing Indebtedness, and Closing Transaction Expenses, with the components thereof prepared in accordance with GAAP.
Delivery of Closing Statement. Within 90 days after the Closing Date, Xxxxxx and Buyer shall cause to be prepared and shall deliver to Seller a statement (the “Closing Statement”) setting forth in reasonable detail along with reasonable supporting documentation thereto their calculation of the Closing Working Capital, the Closing Indebtedness and the Closing Transaction Expenses, the components thereof prepared in accordance with GAAP. The Closing Statement shall be accompanied by a certificate signed by Xxxxxx and Buyer to the effect that the Closing Statement has been prepared in good faith in accordance with the provisions of this Section 1.03.
Delivery of Closing Statement. Within sixty (60) days after the Closing Date, Purchaser will cause the Corporation to provide the Agents with a statement (the "Draft Statement") that sets out the determination of the Net Working Capital at the Closing Time, including a list of the individual components of all Transaction Expenses and the Closing Indebtedness (indicating the amount and the Person to whom such amount is owed), as determined in accordance with IFRS in a manner consistent with the methods and practices used to prepare the Financial Statements, provided such methods and practices were in accordance with IFRS. The Draft Statement shall be prepared on the basis of the Estimate Statement attached hereto as Exhibit 3.1 and in a manner consistent with the methods and practices used to prepare the Financial Statements, provided that such Estimate Statement and methods and practices are in accordance with IFRS. Upon reasonable request, (i) Sellers shall cooperate fully with Purchaser and its representatives to the extent required to prepare the Draft Statement, and (ii) at any time after the delivery of the Draft Statement, Purchaser shall provide to Sellers and its representatives access to all working papers of Purchaser and the Corporation and their respective accounting and financial books and records relating to the Business and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the Draft Statement.
