Final Closing Statement Clause Samples
The Final Closing Statement clause outlines the requirement for a comprehensive summary of all financial transactions, adjustments, and obligations between the parties at the conclusion of a deal or transaction. Typically, this statement details the final purchase price, prorations, credits, and any outstanding amounts to be settled at closing. By providing a clear and agreed-upon record of all financial matters, the clause ensures both parties have a mutual understanding of their final responsibilities, thereby reducing the risk of post-closing disputes and ensuring a smooth completion of the transaction.
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Final Closing Statement. (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date.
(b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.
Final Closing Statement. If either Advisor Parent or GNL timely receive a Notice of Disagreement, Advisor Parent and GNL shall attempt in good faith to resolve any differences that they may have with respect to all matters specified in the Notice of Disagreement (and all discussions related thereto shall, unless otherwise agreed by Advisor Parent and GNL, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within thirty (30) days after the delivery of the Notice of Disagreement, Advisor P▇▇▇▇▇ and GNL shall submit such dispute to the dispute resolution group of a U.S. national independent accounting firm mutually acceptable to Advisor Parent and GNL (the “Accounting Expert”). Advisor Parent and GNL shall cooperate in good faith to promptly engage the Accounting Expert, pursuant to an engagement letter that requires the Accounting Expert to make all determinations in accordance with the definitions and terms contained herein. If any dispute is submitted to the Accounting Expert, Advisor P▇▇▇▇▇ and GNL will promptly upon request, furnish to the Accounting Expert such work papers and other documents and information relating to the disputed issues as the Accounting Expert may request and are available to that Party or its independent accountants (including, with respect to GNL, any information of the Surviving Entities) and otherwise cooperate fully with the Accounting Expert’s review of the dispute, and both Advisor P▇▇▇▇▇ and GNL shall be afforded the opportunity to present the Accounting Expert (with a copy concurrently delivered to the other Party) material relating to the determination and to discuss the determination with the Accounting Expert. The Accounting Expert (acting as an expert and not as an arbitrator) shall resolve only those matters set forth in such Notice of Disagreement that remain in dispute after the thirty (30)-day resolution period. With respect to any disputed item, the Accounting Expert’s determination shall be no greater than the higher of the amounts calculated and submitted by Advisor P▇▇▇▇▇ and GNL, as the case may be, and no less than the lower of the amounts calculated and submitted by Advisor P▇▇▇▇▇ and GNL, as the case may be. It is the intent of the Parties that the process set forth in this Section 2.3(c) and the activities of the Accounting Expert in connection herewith are not intended to be and, in fact, are not arbitration and that no formal arbitration r...
Final Closing Statement. No later than 90 days after Closing, Buyer shall prepare and deliver to Seller a final Closing statement (the “Final Statement”), which shall correct the estimates and (if necessary) other amounts used in the Preliminary Statement, based on the Hotel’s operating reports for the month immediately preceding Closing and the month in which Closing occurred, on Buyer’s own post Closing examination of the books and records of the Hotel and on other relevant facts discovered after Closing. Seller shall be deemed to have agreed to the Final Statement as prepared by Buyer, except for such items as to which Seller specifically objects in a written notice given to Buyer within 60 days after Buyer delivers the Final Statement to Seller.
Final Closing Statement. In the event that the difference of (x) the Net Current Asset Consideration reflected in the Final Closing Statement, minus (y) the Estimated Net Current Asset Consideration:
(a) is a negative number (the “Shortfall”), the Buyer shall be entitled to cancel a number of Seed Consideration Shares held by the Seller equal to the Seller’s Pro Rata Percentage of such Shortfall, divided by the Per Share Value; or
(b) is a positive number (the “Excess”), the Buyer shall pay the Seller’s Pro Rata Percentage of the Excess to the Seller in accordance with Section 4.2(d), in each case within 5 Business Days after agreement or determination of the Final Closing Statement in accordance with Section 4.8.
Final Closing Statement. Within one hundred twenty (120) days after the Closing Date, Purchaser's Accountants shall deliver a final closing statement (a "Final Closing Statement") to Purchaser, to Seller and to Escrow Holder setting forth the final determination of all items to be included in the closing statements, including, but not limited to the Purchase Price and any adjustment required for Adjusted Working Capital. If, within fifteen (15) days after receipt of the Final Closing Statement, Seller notifies Purchaser that Seller disapproves of such Closing Statement and specifies in reasonable detail the reason for Seller's disapproval, then Purchaser's Accountants and Seller's Accountants shall jointly attempt to resolve the dispute. If such dispute is not resolved within ten (10) days after Seller's notice, then Purchaser's Accountants and Seller's Accountants shall jointly submit such dispute to another firm of independent certified public accountants of recognized standing in the casino gaming industry, and the determination of such firm of independent certified public accountants shall be conclusive and binding on Purchaser, Seller and Parent. The parties shall equally share all costs, fees and expenses directly incurred in connection with the determination of such firm of independent certified public accountants. Amounts determined to be owed by Seller to Purchaser or by Purchaser to Seller which are not 34 36 disputed shall be settled in cash between Purchaser and Seller within ten (10) days after receipt of the Final Closing Statement. Amounts determined to be owed by Seller to Purchaser or by Purchaser to Seller which are disputed shall be settled in cash between Purchaser and Seller within ten (10) days after resolution of the dispute or the date of the determination of the firm of independent certified public accountants, as the case may be.
Final Closing Statement. Within seventy-five (75) days after the Closing Date, Buyer shall prepare and deliver to Holdings a written report (the "Final Closing Statement") setting forth Buyer's final estimates of Closing Net Liabilities and Closing Equivalent Subscribers to the extent not previously determined pursuant to Section 2.4(a), determined in accordance with Section 2.3 and in accordance with the methodologies and the accounting policies and practices consistent with those used in preparing the Preliminary Closing Statement, and the Cash Consideration, as adjusted pursuant to Section 2.
Final Closing Statement. The Proposed Closing Statement shall become the “Final Closing Statement” (i) on the earlier of (w) the 31st day following the delivery of the Proposed Closing Statement if a Notice of Disagreement has not been delivered to Parent by Member, (x) the date upon which Member acknowledges in writing that it has no objections to the Proposed Closing Statement, (y) the date of resolution of all matters set forth in the Notice of Disagreement pursuant to Section 2.6(b) and (z) the date upon which the Accounting Firm reaches a final, binding resolution of solely those matters specified in any Notice of Disagreement pursuant to Section 2.6(d), (ii) with such changes as are necessary to reflect matters resolved pursuant to any written resolution executed pursuant to Section 2.6(c), on the date such resolution is executed, if all outstanding matters are resolved through such resolution and (iii) with such changes as are necessary to reflect the Accounting Firm’s resolution of matters in dispute, on the date the Accounting Firm delivers its final, binding resolution pursuant to Section 2.6(d). The date on which the Proposed Closing Statement shall become the Final Closing Statement pursuant to the immediately foregoing sentence is referred to as the “Final Determination Date”.
Final Closing Statement. Seller and Purchaser will adjust any apportionments made under this Section 4.5 after the Closing to account for errors or incorrect estimates made as of the Closing Date (it being agreed that the parties’ agreement to make such adjustments will survive the Closing for a period of six months). Within six months following the Closing Date, Purchaser or its agent will prepare, and Seller will review and approve (which approval shall not be unreasonably withheld and which shall be deemed to have been given unless Seller gives its specific objections thereto in writing within 10 Business Days after receipt thereof) a final closing statement (the “Final Closing Statement”) setting forth the final determination which will show the net amount due either to Seller or to Purchaser as the result of the adjustments and prorations provided for herein, and such net due amount, if any, will be due to Seller or Purchaser, as applicable. The net amount due Seller or Purchaser, if any, by reason of any adjustments as shown in the Final Closing Statement (including any open items), shall be paid in cash by wire transfer by the party obligated therefor within 10 Business Days following that party’s receipt of the approved Final Closing Statement. Purchaser and Seller shall provide one another and their respective representatives with reasonable backup documentation evidencing the amounts set forth on the Final Closing Statement. The provisions of this Section 4.5 shall survive the Closing.
Final Closing Statement. (a) The Final Initial Premium (which shall be determined after reducing such amount by the Final Adjusted Ceding Commission), the Final Transferred Asset Value and the Final Initial Required Balance shall be determined as set forth in this Section 2.04 and in accordance with the Agreed Accounting Principles.
(b) Within five (5) Business Days after the determination of the Final Initial Premium, the Final Transferred Asset Value and the Final Initial Required Balance in accordance with this Section 2.04:
(i) If the Final Initial Premium exceeds the Estimated Initial Premium, the Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excess;
(ii) If the Estimated Initial Premium exceeds the Final Initial Premium, the Reinsurer shall pay to the Ceding Company or its designee an amount equal to such excess;
(iii) If the Final Transferred Asset Value exceeds the Estimated Transferred Asset Value, the Reinsurer shall pay to the Ceding Company or its designee an amount equal to such excess; and
(iv) If the Estimated Transferred Asset Value exceeds the Final Transferred Asset Value, the Ceding Company shall pay to the Reinsurer or its designee an amount equal to such excess. For the avoidance of doubt, the aggregate payments (if any) required by (x) the Ceding Company, pursuant to Section 2.04(b)(i) and/or Section 2.04(b)(iv), on the one hand and (y) the Reinsurer, pursuant to Section 2.04(b)(ii) and/or Section 2.04(b)(iii), on the other hand, may be net settled against one another, and interest will accrue on each payment at the Interest Rate for the period from and including the Closing Date to but not including the date of payment.
(c) Payments pursuant to Section 2.04(b) shall be made in cash or investment assets as mutually agreed between the applicable payee and the payor, and any investment assets shall be transferred with valid legal title free and clear of all Liens other than Permitted Liens. The payor shall estimate in good faith the Fair Market Value of any investment assets to be transferred in connection therewith, and each of the Parties shall use reasonable best efforts to agree to the actual Fair Market Value as promptly as possible thereafter in a manner consistent with, and based upon, the Fair Market Value Methodologies attached as Schedule G to the Reinsurance Agreement, and (x) if the Fair Market Value of any such investment assets is greater than the estimate made by the payor, the payee shall make any subsequent p...
Final Closing Statement. The Reviewed Closing Statement shall become final and binding on Sellers and Purchaser upon the earliest to occur of: (i) if no Objection Notice has been given, the expiration of the period within which Purchaser or Sellers, as the case may be, may notify Sellers or Purchaser, as applicable, of any objections thereto pursuant to Section 3.3.4; (ii) the written agreement by Sellers and Purchaser that such Reviewed Closing Statement, together with any modifications thereto agreed by them, shall be final and binding; and; (iii) if a matter has been submitted to the Disputes Auditors in accordance with Section 3.3.6, three (3) days after the date on which the Disputes Auditors have issued their decision with respect thereto. The Reviewed Closing Statement, as adjusted, where applicable, pursuant to any agreement between the Parties or pursuant to the decision of the Disputes Auditors, when final and binding on both Parties in accordance with the immediately preceding sentence, is herein referred to as the “Final Closing Statement”.