Estimated Statements Sample Clauses

Estimated Statements. The Estimated Closing Balance Sheet and Estimated Working Capital Statement shall each have been approved by the Purchaser as provided for in Section 2.6.
Sample 1Sample 2
AutoNDA by SimpleDocs
Estimated Statements. Within the later of (i) thirty (30) days after the end of each Calendar Quarter or (ii) fifteen (15) days beyond the date on which Wyeth receives from ViroPharma the report required under Section 6.1.8(d) with respect to such Calendar Quarter, Wyeth shall deliver to ViroPharma a report setting forth the following estimated information with respect to Products sold in the Copromotion Territory during such Calendar Quarter: (i) the Net Sales of such Product in each country of the Copromotion Territory, (ii) the Net Profits obtained from the sale of such Product in each country of the Copromotion Territory, (iii) the deductions made from Net Sales in calculating such Net Profits, including, without limitation, the computation of Cost of Goods Manufacture for Sale, each Party's Sales and Marketing Expenses, Incremental Sales Force Expenses, if any, Extra Effort Expenses, if any, and Post-Approval Research and Regulatory Expenses, and (iv) the amount of Net Profits to be allocated to each Party, including an explanation of any deviation from the Baseline Allocation of Net Profits made in accordance with Section 7.5.1. No such reports shall be due with respect to any Product before the First Commercial Sale of such Product in the Copromotion Territory.
Sample 1
Estimated Statements. 5.9.1 No later than ten (10) Business Days prior to the date set for Completion pursuant to Clause 6.1, the Seller shall deliver to the Purchasers the Estimated Working Capital Statement and the Estimated Net Debt Statement. The Seller shall deliver to the Purchasers within fifteen (15) Business Days after the end of each reporting quarter of the Seller starting from 30 September 2016, the Seller’s good faith drafts of the Estimated Working Capital Statement and the Estimated Net Debt Statement (under the assumption, for the purposes of such draft statements, that the Completion Date will be on the first (1st) Business Day of the reporting month during which the draft statements are prepared).
Sample 1
Estimated Statements. The Parties contemplate that Iris will have Working Capital on the Closing Date (the “Iris Closing Working Capital”), as calculated in accordance with this Agreement and in accordance with and as set forth on the Form Working Capital Statement attached hereto as Schedule 2.06(a) (the “Iris Form Working Capital Statement”), of negative Fourteen Million Seven Hundred Fifty Thousand Dollars (($14,750,000)) (the “Iris Working Capital Target”). The Parties contemplate that Iris will have Net Debt on the Closing Date (the “Closing Net Debt Balance”) of $144,800,000 (the “Net Debt Target”). At least two (2) Business Days prior to the Closing, Iris shall deliver to Greyhound a written statement (the “Estimated Statement”) setting forth (a) Iris’s good faith estimate of the amount of the Closing Working Capital (the “Estimated Working Capital”) and (b) Iris’s good faith estimate of the amount of the Closing Net Debt Balance (the “Estimated Net Debt Balance”), together with such schedules and data with respect to the determination thereof as may be reasonably necessary to support such Estimated Statement. The Estimated Statement shall be signed by the Chief Financial Officer of Iris. Following delivery of the Estimated Statement, Iris shall provide Greyhound and its Representatives with reasonable access to the employees, agreements and books and records of Iris to verify the accuracy of such amounts, all to the extent deemed reasonably necessary by Greyhound and in a manner not unreasonably disruptive to Iris’s business. In the event that Greyhound does not agree with Iris’s calculations of Estimated Working Capital or Estimated Net Debt Balance, Iris and Greyhound shall negotiate in good faith to mutually agree on acceptable estimates, and Iris shall consider in good faith any proposed comments or changes that Greyhound may reasonably suggest; provided, however, that Iris’s failure to include any changes proposed by Greyhound, or the acceptance by Greyhound of the Estimated Statement, shall not limit or otherwise affect Greyhound’s remedies under this Agreement, including Greyhound’s right to include such changes or other changes in the Closing Statement, or constitute an acknowledgment by Greyhound of the accuracy of the Estimated Statement. The Aggregate Xxxx Xxxx Merger Consideration shall be (i) decreased on a dollar for dollar basis by the amount, if any, by which the Estimated Working Capital is less than the Iris Working Capital Target (but only if the amou...
Sample 1
Estimated Statements. 5.4.1 Subject to Clause 6.5, no later than 3 (three) Business Days prior to the date set pursuant to Clause 6.1.1 for Closing, Seller shall deliver to Purchaser the Estimated Net Debt Statements and the Estimated Working Capital Statements for each of the Company (including all other Group Companies other than the US Company and its Subsidiary) and the US Company (including its Subsidiary) and each relevant Business.
Sample 1
Estimated Statements. Not later than one (1) Business Day prior to the Closing Date, the Company shall provide Buyer with a written statement, together with reasonable supporting documents (the “Estimated Statement”), reflecting the Company’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”), including (i) an estimate of Closing Working Capital (the “Estimated Closing Working Capital”) (and the Estimated Closing Working Capital Adjustment), (ii) Estimated Closing Net Indebtedness, (iii) the Estimated Transaction Tax Benefit, (iv) the estimated Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (v) an estimate of the Option Cancellation Amount (the “Estimated Option Cancellation Amount”). The Estimated Statement shall be binding on the parties hereto for purposes of determining the Estimated Purchase Price.
Sample 1
Estimated Statements. Schedule 3.4(a)(i) contains a written statement, together with reasonable supporting documents, reflecting the Company’s good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”) prepared utilizing the accounting principles, methods, procedures and practices used to prepare the sample statement for 10/31/2014 included on Schedule 3.4(a)(ii). Prior to the Closing, the Company shall provide its good faith estimate of Closing Cash (the “Estimated Closing Cash”). The Estimated Closing Cash and the Estimated Closing Working Capital shall be binding on the parties hereto for purposes of determining the Purchase Price.
Sample 1
AutoNDA by SimpleDocs
Estimated Statements. 5.9.1 No later than ten (10) Business Days prior to the date set in Clause 6.1 (Completion date and place) for Completion, the Seller shall deliver to the Purchaser the Estimated Working Capital Statement and the Estimated Indebtedness Statement.
Sample 1

Related to Estimated Statements

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Tax Statements Copy of ad valorem tax statements relating to the Property for the current tax period;

  • Year-End Statements As soon as available and in any event within 5 days after the same is filed with the Securities and Exchange Commission (but in no event later than 90 days after the end of each fiscal year of the Borrower), the audited consolidated balance sheet of the Borrower and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Borrower and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief financial officer or chief accounting officer of the Borrower, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the financial position of the Borrower and its Subsidiaries as at the date thereof and the result of operations for such period and (b) accompanied by the report thereon of Ernst &Young LLP or any other independent certified public accountants of recognized national standing, whose certificate shall be unqualified and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement. Together with such financial statements, the Borrower shall deliver a report, certified by the chief financial officer or chief accounting officer of Borrower, in form and detail reasonably satisfactory to the Administrative Agent, setting forth the Net Operating Income for each Property for such fiscal year.

  • Operating Statements In the case of each Mortgage Loan, the related Mortgage or another Mortgage Loan document requires the related Mortgagor, in some cases at the request of the lender, to provide the holder of such Mortgage Loan with at least quarterly operating statements and rent rolls (if there is more than one tenant) for the related Mortgaged Property and annual financial statements of the related Mortgagor, and with such other information as may be required therein.

  • Financial Statements and Projections Except for the Projections, all Financial Statements concerning Borrower and its Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.

  • Financial Statements; Projections Lenders shall have received from Company (i) the Historical Financial Statements and (ii) the Projections.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Interim Statements As soon as available, but in no event later than thirty (30) days after the end of each month, Borrower’s balance sheet and profit and loss statement for the period ended, prepared by Borrower.

  • Earnings Statements As soon as practicable, the Company will make generally available to its security holders and to the Manager an earnings statement or statements of the Company and its Subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158. For the avoidance of doubt, the Company’s compliance with the reporting requirements of the Exchange Act shall be deemed to satisfy the requirements of this Section 4(d).

Time is Money Join Law Insider Premium to draft better contracts faster.