Final Closing Statement. Purchaser shall prepare and deliver to Seller Representative not later than seventy-five (75) days after the Closing Date a statement (the “Final Closing Statement”) setting forth (i) the relevant calculations of Closing Date Working Capital and the result of Closing Date Working Capital minus Estimated Working Capital (such difference, which may be positive or negative, the “Final Working Capital Adjustment”), (ii) the Closing Date Transaction Fees and Expenses and the result of Closing Date Transaction Fees and Expenses minus Estimated Transaction Fees and Expenses (such difference, which may be positive or negative, the “Final Transaction Fees and Expenses Adjustment”) and (iii) the Closing Date Credit Agreement Indebtedness and the result of Closing Date Credit Agreement Indebtedness minus Estimated Credit Agreement Indebtedness (such difference, which may be positive or negative, the “Final Credit Agreement Indebtedness Adjustment”), together with any supporting work papers and source documents with respect to the calculations reflected in the Final Closing Statement, if requested by Seller Representative. The Final Working Capital Adjustment set forth on the Final Closing Statement shall be prepared in good faith, in accordance with (i) GAAP, using the same accounting principles, policies and methods as have historically been used by the Acquired Companies in their preparation of the Financial Statements, and (ii) the line items set forth on Annex A. After the Closing, (x) Purchaser agrees, upon reasonable notice, to give Seller Representative and its Representatives reasonable access during normal business hours to Purchaser’s and the Acquired Companies’ employees, asset managers, accountants, financial advisors, (including the offices and other facilities of each Acquired Company) and to Purchaser’s books and records as are reasonably necessary for purposes of the review, verification and audit of the calculations contained in the Final Closing Statement and (y) Seller Representative agrees, upon reasonable notice, to give Purchaser and its Representatives reasonable access during normal business hours to Seller Representative’s employees, accountants, financial advisors, in each case, who assisted in the preparation, review, verification and audit of the Final Closing Statement, and to Seller Representative’s books and records used in the preparation, review, verification and audit of the calculations contained in the Final Closing Statement; prov...
Final Closing Statement. No later than 135 Days after Closing, Buyer shall prepare and deliver to Sellers a final Closing statement (the "Final Statement"), which shall correct the estimates and (if necessary) other amounts used in the Preliminary Statement, based on Buyer's post-Closing examination of the books and records of the Hotels for the applicable periods during which Closing occurred and on relevant items of revenue or expense discovered after Closing (including, without limitation, Hotel Payables first identified after Closing). Sellers shall be deemed to have accepted the Final Statement as prepared by Buyer, except for such items as to which Sellers specifically object (including the basis for such objection) in a written notice given to Buyer within 30 Days after Buyer delivers the Final Statement to Sellers.
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.
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 Pxxxxx 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 Pxxxxx 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 Pxxxxx 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 Pxxxxx and GNL, as the case may be, and no less than the lower of the amounts calculated and submitted by Advisor Pxxxxx 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. 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. As soon as practicable, but in any event no later than sixty (60) days ten (10) Business Days, after the Closing Date, Buyer shall deliver to the Stockholders’ Agent a statement, together with reasonable supporting detail (the “Final Closing Statement”), setting forth Buyer’s good faith calculation of the Final Purchase Price and the components thereof, including (i) Closing Indebtedness, (ii) Closing Net Working Capital, and (iii)
Final Closing Statement. The Adjustment Amount shall be deemed to be finally determined in the amount set forth in the Closing Statement on the Dispute Deadline Date unless a dispute notice is given in accordance with Section 3.4(b) with respect to the calculation thereof. If such a dispute notice is given, the Adjustment Amount shall be deemed finally determined on the date that the Independent Auditor gives notice to Buyer and Seller of its determination with respect to all disputes regarding the calculation thereof, or, if earlier, the date on which Seller and Buyer agree in writing on the amount thereof, in which case the Adjustment Amount shall be calculated in accordance with such determination or agreement, as the case may be. The Closing Statement as accepted by Seller (by absence of notice pursuant to Section 3.4(b)) or as determined by the Independent Auditor shall be referred to as the "Final Closing Statement."
Final Closing Statement. Not later than thirty (30) Business Days after a Closing Date, the Seller Entities shall deliver to Purchaser a statement, as of the Close of Business on the applicable Closing Date, and prepared in accordance with GAAP applied consistently with the practices used in the preparation of the applicable Closing Statement except as and to the extent that this Agreement provides for different valuation methodologies for particular categories of Purchased Assets and Assumed Liabilities, showing the Aggregate Asset Amount and the calculation thereof, reflecting the Purchased Assets and Assumed Liabilities, as of the Close of Business on the applicable Closing Date (as reflected on the applicable Final Schedules), and reflecting such other adjustments as are appropriate in accordance with Section 3.3(b) (each, a “Final Closing Statement”). Seller shall afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing each Final Closing Statement.
Final Closing Statement. (1) Within 90 days after the Closing Date, the Sellers shall prepare and deliver to Buyer a written report (the "Final Closing Statement") setting forth the Sellers' final
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”.
