Initial Closing Statement Clause Samples
Initial Closing Statement. At least four (4) Business Days prior to the Closing Date, the Company has delivered to Buyer a statement (the “Initial Closing Statement”) of the Company setting forth, in reasonable detail and consistent with the definitions set forth herein, the following:
(i) the Company’s good faith estimate of the Working Capital as of the Adjustment Time (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistency), and the amount of any Estimated Working Capital Surplus or Estimated Working Capital Deficiency;
(ii) the Company’s good faith estimate of the Closing Cash (“Estimated Closing Cash”);
(iii) the Company’s good faith estimate of the Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof;
(iv) the Company’s good faith estimate of the aggregate Seller Transaction Expenses as of immediately prior to the Closing (the “Estimated Seller Transaction Expenses”), together with a description and the amount of each element thereof;
(v) the Company’s good faith estimate of the Aggregate Company-Backed Phantom Unit Amount;
(vi) the Company's good faith estimate of the Aggregate Warrant Amount;
(vii) the Company’s calculation of the Estimated Cash Purchase Price and the Estimated Purchase Price based on the foregoing; and
(viii) the Company’s allocation of such Estimated Purchase Price (as a dollar amount and as a percentage), including the allocation of the Stock Consideration and the Estimated Cash Purchase Price, among the Sellers, Warrant Holders and the Phantom Holders in accordance with the Distribution Methodology.
Initial Closing Statement. Not less than three (3) Business Days prior to the Initial Closing Date, or on such other date as mutually agreed by the Parties, Seller shall deliver the Initial Closing Statement to Company, showing Seller’s good faith determination of the Estimated Purchase Price, together with the Receivables Closing File and other reasonable supporting documentation and calculations. Company shall have the right to review the Initial Closing Statement, together with any supporting documents reasonably requested by Company to verify the accuracy and completeness of the valuations set forth therein, and the Initial Closing Statement shall be revised by Seller to reflect any corrections mutually agreed to by Seller and Company acting in good faith.
Initial Closing Statement. Not later than ten Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Initial Closing Statement”) setting forth Seller’s estimate of the Pre-Closing Net Asset Outflow and Estimated Adjustment Amount, and Seller’s calculation of the Signing AUC. For illustrative purposes only, Seller has Disclosed on Section 1.5.1(a) of the Seller Disclosure Schedule a calculation of the fair market value of the Assets Under Custody with the Target Businesses as of May 22, 2007. During the ten Business Day period prior to the Closing Date, Buyer shall have the opportunity to review and comment in good faith upon the Initial Closing Statement prepared by Seller and Buyer and Seller shall work together in good faith to agree within such ten Business Day period to a final estimate of the Pre-Closing Net Asset Outflow (such agreed to amount or, if such amount is not agreed to within such ten Business Day period, the amount set forth on the Initial Closing Statement, the “Estimated Pre-Closing Net Asset Outflow”), Signing AUC (such agreed to amount or, if such amount is not agreed to within such ten Business Day period, the amount set forth on the Initial Closing Statement, the “Estimated Signing AUC”), and the Estimated Adjustment Amount (provided, that if Buyer and Seller do not agree upon the Estimated Adjustment Amount within such ten Business Day period, the Estimated Adjustment Amount shall be as set forth in the Initial Closing Statement).
Initial Closing Statement. Not fewer than five (5) Business Days prior to the Closing Date, the Company shall prepare in good faith and deliver to Parent and the Shareholder Representative a statement (the “Initial Closing Statement”) setting forth the Company’s calculation of the Estimated Aggregate Merger Consideration, equal to: (i) the Base Merger Consideration, adjusted by (ii) the Company’s reasonable, good faith estimate of the Closing Net Assets (the “Estimated Net Assets”) estimated as of immediately prior to the Effective Time, including in reasonable detail the basis for the computation and reasonable supporting documentation therefor, and the resulting amount of the Estimated Net Assets Surplus, if any, or the Estimated Net Assets Deficit, if any, as applicable. The Initial Closing Statement shall also show the calculation of the Gross Per Share Distribution Amount equal to the quotient of (i) the sum of (A) the Estimated Aggregate Merger Consideration, plus (B) the Strike Price Adjustment Amount (as determined pursuant to the express terms of the applicable Option Agreements), divided by (ii) the Total Fully Diluted Common Stock. The Initial Closing Statement shall be accompanied by the Flow of Funds Memorandum, prepared in good faith by the Company in conformity with the Initial Closing Statement and the ownership of the Common Stock and Company Options as of immediately prior to the Effective Time. The Flow of Funds Memorandum shall show the Gross Per Share Adjusted Distribution Amount for each holder of a share of Common Stock or a Company Option for a share of Common Stock equal to the Gross Per Share Distribution Amount reduced by such holder’s (x) Pro Rata Portion of the Merger Consideration Escrow Amount, and (y) Pro Rata Adjusted Percentage of the Indemnification Escrow Amount.
Initial Closing Statement. Seller shall prepare and deliver to Buyer an accounting statement (the “Initial Closing Statement”), prepared in accordance with GAAP, no later than five Business Days prior to Closing which shall set forth Seller’s detailed estimate of the adjustments to the Purchase Price pursuant to Section 2.3 and the resulting Adjusted Purchase Price. Seller shall, at Buyer’s request, promptly deliver to Buyer documentation substantiating Seller’s calculation of each adjustment set forth in the Initial Closing Statement and otherwise afford Buyer access to Seller’s and the Company’s records pertaining to the computations contained in the Initial Closing Statement. At least two Business Days prior to Closing, Buyer shall deliver to Seller a written report containing such changes, if any, which Buyer proposes be made to the Initial Closing Statement. Seller and Buyer shall each make every reasonable effort to agree prior to the Closing Date on a mutually agreed Initial Closing Statement and Adjusted Purchase Price. In the event that Seller and Buyer do not mutually agree on a respective adjustment to the Purchase Price, the adjustment provided in the Initial Closing Statement shall stand and the corresponding adjustment provided therein shall be used in the calculation of the Adjusted Purchase Price.
Initial Closing Statement. Not less than two (2) Business Days prior to the Closing, Parent shall deliver, or cause to be delivered, to Purchaser a statement (the “Initial Closing Statement”) containing Parent’s good faith (A) estimate of (i) Working Capital as of the Adjustment Time (“Estimated Working Capital”), (ii) Cash as of the Adjustment Time (“Estimated Closing Cash”), and (iii) Indebtedness of the Transferred Entities (excluding any Indebtedness under the Credit Agreement or any guarantee of Indebtedness thereunder) outstanding as of immediately prior to the Closing (“Estimated Indebtedness”) and (B) and the resulting calculation of estimated Closing Purchase Price based on the foregoing estimates (“Estimated Closing Purchase Price”). The Initial Closing Statement, the calculation of Estimated Closing Purchase Price contained therein and each of the components thereof shall be prepared and determined in accordance with the definitions thereof, the Accounting Principles and the applicable provisions of this Agreement.
Initial Closing Statement. (a) Seller and Purchaser shall cause their respective representatives to make such inventories, examinations and audits of the Business, and of the Books and Records, as the parties may deem necessary to make the adjustments and prorations required under this Section 9, or under any other provisions of this Agreement. Based upon such audits and inventories, the parties will prepare and deliver no later than the day of Closing a closing statement ( the "Closing Statement"). The Closing Statement shall contain the parties' best estimate of the amounts of the items requiring the prorations and adjustments in this Agreement. The amounts set forth on the Closing Statement shall be the basis upon which the prorations and adjustments provided for herein shall be made at the Closing. Except as modified by the final report described below, the Closing Statement shall be binding and conclusive on all parties hereto to the extent of the items covered by the Closing Statement.
Initial Closing Statement. At least three (3) Business Day before the Closing Date, Seller will prepare (or cause to be prepared) and deliver to Buyer a written statement (the “Initial Closing Statement”) of the Company setting forth the following estimates by Seller, each as of the Effective Time:
(i) Closing Working Capital (“Estimated Closing Working Capital”), and any Estimated Closing Working Capital Surplus or Estimated Closing Working Capital Deficiency, as the case may be, prepared in accordance with Closing Working Capital Determination Standard;
(ii) Company Indebtedness (“Estimated Indebtedness”);
(iii) Closing Cash (“Estimated Closing Cash”);
(iv) Seller Transaction Expenses (“Estimated Seller Transaction Expenses”); and
(v) the resulting Closing Date Payment based on the foregoing estimates, together with reasonable back-up information and documents used for the determination of the estimated amounts. The Initial Closing Statement will be subject to reasonable review and comment by ▇▇▇▇▇; provided, that Seller’s good faith determination thereof shall in all events control. The Initial Closing Statement, when delivered to Buyer, shall be deemed the definitive calculation of the Closing Date Payment.
Initial Closing Statement. At least three Business Days before the Closing, Seller shall prepare and deliver to Buyer a statement (the “Initial Closing Statement”) setting forth its good faith estimates of (i) Closing Net Working Capital (the “Estimated Closing Net Working Capital”), together with appropriate supporting schedules, calculations and documentation, (ii) the aggregate amount of Company Cash (“Estimated Company Cash”), (iii) the aggregate amount of Company Debt (“Estimated Company Debt”), (iv) the aggregate amount of Seller Transaction Expenses (“Estimated Seller Transaction Expenses”), (v) the Pre-Closing Date Income Tax Overpayment (“Estimated Pre-Closing Date Income Tax Overpayment”) and (vi) the Pre-Closing Date Income Tax Liability (the “Estimated Pre-Closing Date Income Tax Liability”).
Initial Closing Statement. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Initial Closing Statement”) of the Company signed by an officer of the Company setting forth, in reasonable detail:
(i) the Company’s good faith estimate of Working Capital (the “Estimated Working Capital”), and any Estimated Working Capital Surplus or Estimated Working Capital Deficiency, as the case may be;
(ii) the Company’s good faith estimate of Company Debt (the “Estimated Company Debt”);
(iii) the Company’s good faith estimate of Closing Cash (“Estimated Closing Cash”);
(iv) the Company’s good faith estimate of Transaction Expenses (the “Estimated Transaction Expenses”);
(v) the Company’s calculation of the Estimated Adjusted Purchase Price; and
(vi) the amount of the Estimated Adjusted Purchase Price to be paid to each Seller in accordance with the Distribution Methodology. The Company shall consider in good faith any reasonable comments to the Initial Closing Statement provided by Buyer prior to the Closing; provided that (1) the Company and the Sellers shall be under no obligation to accept any such comments provided by Buyer and (2) in no event shall any such comments provided by Buyer delay the Closing.