Final Calculations. 9.3.4.1 Structural systems 9.3.4.2 Mechanical systems 9.3.4.3 Electrical systems
Final Calculations. (i) No later than May 3, 2017, Buyer shall prepare and deliver to the Representative a statement setting forth Buyer’s good faith estimate of (A) the Target Working Capital and (B) each of the Cash Amount, the outstanding amount of all Funded Debt, the Transaction Expenses, Working Capital, the Working Capital Surplus, if any, and the Working Capital Deficit, if any, in each case as of immediately prior to the Effective Time without giving effect to the payment of any Funded Debt or the Transaction Expenses on the Closing Date, and, based on such numbers, Buyer’s good faith calculation of the Closing Cash Payment as of the Closing Date (the “Closing Statement”). Upon receipt of the Closing Statement, the Representative and his accountants will be given reasonable access to the Company’s relevant books, records and work papers related to the Closing Statement during reasonable business hours for the purpose of verifying the Closing Statement; provided that such access shall be in a manner that does not reasonably interfere with the normal business operations of Buyer or the Company. If the Representative has any objections to the Closing Statement, then the Representative shall deliver to Buyer a statement (an “Objection Statement”) setting forth in reasonable detail his disputes or objections (the “Objection Disputes”) to the Closing Statement and the Representative’s proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to Buyer within thirty (30) days after receipt of the Closing Statement by the Representative, then the Closing Statement as originally received by the Representative shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and the Representative shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Representative and Buyer shall submit each unresolved Objection Dispute to Wolf & Company, P.C. or another independent auditor acceptable to Buyer and the Representative with expertise with transactions of this type (the “Independent Auditor”) to resolve such Objection Disputes. The Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes within thirty (30) da...
Final Calculations. (i) Within ninety days after the Closing Date, Buyer shall prepare and deliver to the Representative a statement that sets forth (including, in each case, reasonable supporting documentation and detail as to how each was determined) (A) the Cash Amount, the outstanding amount of all Funded Debt as of the Adjustment Time, the Transaction Expenses, the Tax Liability Amount, the Blocker Tax Liability Amount and the Working Capital (and the Working Capital Surplus or Working Capital Deficit, if any, implied thereby) and (B) the Closing Cash Payment resulting therefrom (the "Closing Statement"). If the Representative has any objections to the Closing Statement, the Representative shall deliver to Buyer a written statement (an "Objection Statement") setting forth its objections (the "Objection Disputes") to the Closing Statement, which Objection Statement shall set forth in reasonable detail each such disagreement and the amount thereof. Any amount(s) set forth on the Closing Statement not included in a timely delivered Objection Statement as the subject of an Objection Dispute shall be treated as final, binding and non-appealable by the Parties. If an Objection Statement is not delivered to Buyer within 45 days after receipt of the Closing Statement by the Representative, then the Closing Statement as originally received by the Representative shall be the final Closing Statement, and accordingly, final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then Buyer and the Representative shall negotiate in good faith to resolve any Objection Disputes. If such negotiations result in a written resolution executed by Buyer and the Representative as to any Objection Dispute, such written resolution shall be final, binding and non-appealable by the Parties.
Final Calculations. Within five (5) calendar days after the Effective 15 Date, the Settlement Administrator will provide Defendant with the final calculation of all funds 16 necessary to make the payments required under this Agreement, including all payments from the Gross 17 Settlement Amount (i.e., the Court- awarded Attorney Fee Award; the Cost Award; Administrative 18 Costs; the Class Representative Payment; and PAGA Payment) and all payments to Class Members 19 from the Net Settlement Amount along with the employer payroll taxes.
Final Calculations. (a) Not later than ten (10) Business Days after the Interim Closing Date, or such other time as is mutually agreed by IFMI and the PrinceRidge Representative, PrinceRidge shall prepare, or cause to be prepared, and deliver to IFMI, or cause to be delivered, (i) a calculation, in reasonable detail, setting forth the valuation of the Valuation PrinceRidge Securities (the “Final PrinceRidge Securities Value”), identifying the PrinceRidge Identified Securities and including the liquidation value for any PrinceRidge Identified Securities liquidated prior to the date thereof as the valuation for such sold PrinceRidge Identified Securities and (ii) a calculation of the PrinceRidge Membership Equity as of April 30, 2011 based on the Final PrinceRidge Securities Value (the “Final PrinceRidge Membership Equity”).
Final Calculations. (i) Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Representative (A) a statement setting forth Buyer's good faith calculation of (1) the Working Capital (and the Working Capital Surplus or Working Capital Deficit, if any), (2) the Cash Amount, (3) the outstanding amount of all Funded Debt as of immediately prior to the Closing, (4) the Transaction Expenses Amount and (5) based on the amounts set forth in clauses (1) through (4), the Closing Cash Payment (the "Closing Statement") and (B) all records and work papers necessary to compute and verify the information set forth in the Closing Statement. If Buyer does not deliver the Closing Statement to the Representative within sixty (60) days after the Closing Date, then, at the election of the Representative (acting in its sole discretion), either (x) the Representative may prepare and present the Closing Statement within an additional thirty (30) days thereafter or (y) the Estimated Closing Statement will be deemed to be the final Closing Statement in accordance with this Section 3.04(b). If the Representative elects to prepare the Closing Statement in accordance with the immediately preceding sentence,
Final Calculations. (i) Within ninety (90) days after the Closing Date, the Parent shall prepare and deliver to the Stockholders’ Representative (A) a statement certified by the Chief Financial Officer of the Parent setting forth the Parent’s good faith calculation of the Working Capital and the Working Capital Adjustment, if any, and the Closing Cash Payment together with a reasonable itemization and reasonable supporting detail of each item set forth therein, (B) an unaudited balance sheet of the Group Companies as of the Closing Date (without giving effect to the transactions contemplated herein) (A) and (B) collectively, the “Closing Statement”, which shall be prepared in accordance with GAAP. If the Closing Statement is not delivered to the Stockholders’ Representative within such ninety (90) day period, the Parent shall be deemed to have agreed to the Estimated Closing Statement and the calculations contained therein in their entirety, and agreed that such Estimated Closing Statement and the calculations contained therein shall be final, binding and non-appealable by the Parties. After delivery of the Closing Statement, the Parent shall provide the Stockholders’ Representative reasonable access during normal business hours to the books and records and work papers reasonably requested by the Stockholders’ Representative necessary to compute and verify the information set forth in the Closing Statement. After delivery of the Closing Statement, the Stockholders’ Representative and its accountants shall be permitted to make inquiries of the Parent and 8
Final Calculations. The final calculations of Net Embossed ------------------ Holography Revenues must be confirmed by Ernst & Young LLP. The cost of the accounting efforts will be borne by the Buyer.
Final Calculations. (i) Within thirty (30) days after, as applicable, (A) the final receipt of the accounts receivable of the Companies and their Subsidiaries related to the period beginning on January 1, 2021 and ending on December 31, 2021 that are included in the Net Pre-Closing Medicare AR Schedule (the “2021 Net Pre-Closing Medicare AR”) or (B) the final receipt of the accounts receivable of the Companies and their Subsidiaries related to the period beginning on January 1, 2022 and ending on the Closing Date that are included in the Net Pre-Closing Medicare AR Schedule (the “2022 Net Pre-Closing Medicare AR”), Buyer shall prepare and deliver to the Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the 2021 Net Pre-Closing Medicare AR or the 2022 Net Pre-Closing Medicare AR (as the case may be). If Buyer does not deliver a Closing Statement with respect to the 2021 Net Pre-Closing Medicare AR or the 2022 Net Pre-Closing Medicare AR (as the case may be) to the Seller within thirty (30) days after the final receipt of such 2021 Net Pre-Closing Medicare AR or the final receipt of such 2022 Net Pre-Closing Medicare AR (as the case may be), then, at the election of the Seller (acting in its sole discretion), either (x) the Seller may prepare and present a Closing Statement with respect to such 2021 Net Pre-Closing Medicare AR or such 2022 Net Pre-Closing Medicare AR (as the case may be) within an additional thirty (30) days thereafter or (y) the Estimated Closing Statement with respect to such 2021 Net Pre-Closing Medicare AR or such 2022 Net Pre-Closing Medicare AR (as the case may be) will be deemed to be the final Closing Statement in accordance with this Section 1.11(b). If the Seller elects to prepare a Closing Statement with respect to the 2021 Net Pre-Closing Medicare AR or the 2022 Net Pre-Closing Medicare AR (as the case may be) in accordance with the immediately preceding sentence, then all subsequent references with respect to such 2021 Net Pre-Closing Medicare AR or such 2022 Net Pre‑Closing Medicare AR (as the case may be) in this Section 1.11(b) to Buyer, on the one hand, and the Seller, on the other hand, will be deemed to be references to the Seller, on the one hand, and Buyer, on the other hand, respectively. After delivery of a Closing Statement with respect to the 2021 Net Pre-Closing Medicare AR or the 2022 Net Pre‑Closing Medicare AR (as the case may be), the Seller and its accountants shall be permitted to make i...
Final Calculations. Provide final sealed structural calculations for permitting.
