Pre-Closing Deliverables Sample Clauses

Pre-Closing Deliverables. (a) Within ten Business Days after the Cut-Off Date, the Company shall deliver to Buyer and CBNA (i) the Schedule of Trust Student Loans and (ii) a statement of the aggregate Trust Certificate Purchase Price, each as of the Cut-Off Date (the “Estimated Trust Certificate Purchase Price”). Buyer and CBNA shall have five Business Days to review and comment on the items listed in clauses (i) and (ii). (b) The Company shall prepare and deliver, or cause to be prepared and delivered, to Buyer and CBNA not later than ten Business Days after the Cut-Off Date, an estimated unaudited pro forma balance sheet of the Post-Sale Company estimated as of the Closing Date (the “Estimated Pro Forma Balance Sheet”), which (i) shall be derived from the books and records of the Company, (ii) shall be prepared using the same accounting methods, principles, policies, classifications, judgments, estimation methodologies and accounting standards as were utilized in preparing the consolidated balance sheet of the Company reflected in the most recent financial statements contained in the Company SEC Documents filed prior to the date hereof, consistently applied in accordance with GAAP (except for the absence of notes thereto) and (iii) shall give effect to the transactions contemplated by the FFELP Transaction Agreement and the CBNA Transaction Agreement, including the application of the proceeds therefrom to repay all amounts outstanding under the Omnibus Credit Agreement. (c) If the Parties believe that the Closing will take place on or prior to the fifteenth Business Day of the applicable month, then, in lieu of the Cut-Off Date being the last day of the immediately preceding month, the Cut-Off Date shall be the last day of the month two months prior to the month in which the Closing occurs.

Pre-Closing Deliverables. Prior to Closing, Santa Fe shall provide to BABA: (a) Santa Fe’s annual audited financial statements and interim unaudited financial statements, for all periods since inception, consisting of a balance sheet and a related statement of income for the period then-ended, which fairly present the financial condition of BABA as it their respective dates and for the periods involved, prepared in accordance with GAAP consistently applied. (b) A draft of the Current Report on Form 8-K (the “Super 8-K”), disclosing the Share Exchange and the business and financial statements of BABA after the Share Exchange, in substantially final form.

Pre-Closing Deliverables. (i) At least five (5) Business Days prior to the anticipated Closing Date, Sellers shall deliver to Buyer: (A) if the Estimated Purchase Price is positive, instructions designating the account or accounts to which the Cash Purchase Price shall be deposited by Wire Transfer on the Closing Date and indicating the Seller to which the Buyer Notes and any Equity Consideration will be issued; (B) a statement substantially in the form of Exhibit F attached hereto (the “Estimated Settlement Statement”) containing pro forma balance sheets of each of the Targets as of the anticipated Closing Date, including supporting work papers, which shall (I) be derived from and consistent with the Books and Records, (II) be prepared in good faith and in accordance with the Agreed Accounting Principles, and (III) set forth, in reasonable detail, the Estimated Capital and Surplus. For purposes of this Agreement, “Estimated Capital and Surplus” means Sellers’ good faith determination of the Capital and Surplus as of the anticipated Closing Date, after adjustment to reflect (w) the Transfer of the Transferred Assets to the Targets pursuant to Section 2(b)(i) and (x) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date but not (y) the impact of the joint §338(h)(10) election on the Targets’ Tax Returns for the period beginning after the Closing Date or (z) any change in Capital and Surplus resulting from any sales of securities contemplated by Section 5(d)(i); and

Pre-Closing Deliverables. At least five (5) Business Days prior to the anticipated Closing Date, Sellers shall deliver to Buyer: (i) instructions designating the account or accounts to which the Estimated Purchase Price shall be deposited by Wire Transfer on the Closing Date; (ii) a statement substantially in the form of Exhibit D attached hereto (the “Estimated Settlement Statement”) containing (A) a pro forma combined balance sheet of Central Reserve and LAI as of the anticipated Closing Date, including supporting work papers, which shall (I) be derived from and consistent with the Books and Records, (II) be prepared in good faith and in accordance with the Agreed Accounting Principles, and (III) set forth, in reasonable detail, the Estimated Capital and Surplus, and (B) a reinsurance settlement statement as of the anticipated Closing Date, including supporting work papers, which shall (I) be derived from and consistent with the books and records of each party to the Transaction Reinsurance Agreements, (II) be prepared in good faith and in accordance with the Agreed Accounting Principles, (III) set forth in reasonable detail, Sellers’ good faith estimate of the Reinsurance Settlement Amounts for each Transaction Reinsurance Agreement, and (IV) include a list of the assets to be Transferred in connection with the initial settlement under each Transaction Reinsurance Agreement, which list shall specify the fair market value of each such asset as of the date of delivery thereof, determined in accordance with the methodologies set forth in Annex II. For purposes of this Agreement, “Estimated Capital and Surplus” means Sellers’ good faith determination of the Capital and Surplus as of the anticipated Closing Date, after adjustment to reflect (w) the Transfer of the Excluded Assets from the Targets to Sellers pursuant to Section 2(b)(i), (x) the Transfer of the Transferred Assets from Sellers to the Targets pursuant to Section 2(b)(ii), (y) the transactions contemplated as part of the Transaction Reinsurance Agreements to occur on the Closing Date, including the transfer of the estimated Reinsurance Settlement Amounts as reflected in the Estimated Settlement Statement, and (z) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date. Sellers shall consult with Buyer with respect to the preparation of the Estimated Settlement Statement, and shall consider in good faith any comments to the Estimated Settlement Statement that may ...

Pre-Closing Deliverables. (a) Not less than ten (10) Business Days prior to the anticipated Closing Date, Seller shall (i) deliver to Purchaser instructions designating the account into which the Estimated Purchase Price, the Share Redemption Cash Consideration, if any, and the repayment of the Closing Date Note shall be deposited by wire transfer on the Closing Date and (ii) prepare, or cause to be prepared (in good faith and in accordance with this Agreement), and deliver to Purchaser and Life Reinsurer: (1) the Estimated Balance Sheet; (2) the Estimated EB Volume Adjustment Schedule and the Estimated NB Volume Adjustment Schedule; and (3) a statement setting forth a reasonably detailed calculation of (A) the Estimated Adjusted Capital and Surplus of the Company, as derived from the Estimated Balance Sheet in accordance with the Form of Capital and Surplus Worksheet, (B) the Estimated EB Volume Adjustment Amount as set forth on the Estimated EB Volume Adjustment Schedule and (C) the Estimated NB Volume Adjustment Amount as set forth on the Estimated NB Volume Adjustment Schedule. (b) Not less than ten (10) Business Days prior to the anticipated Closing Date, Purchaser shall deliver or cause to be delivered to Seller a request for the resignation of certain directors and officers of the Company. (c) Seller shall have delivered to Purchaser the list of bank names and other information required in accordance with Section 5.27.

Pre-Closing Deliverables. The Seller shall have delivered the Estimated Purchase Price Certificate and other deliverables required by Section 1.8(a).

Pre-Closing Deliverables. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement, substantially in the form of Schedule 2.3(a) attached hereto, consisting of (collectively, the “Estimated Closing Statement”): (a) Seller’s good faith estimate of the Transaction Expenses as of the Closing (the “Estimated Transaction Expenses”); (b) a pro forma balance sheet of the Acquired Insurance Company as of the Effective Time (after giving effect to the LPT Agreement) substantially in the form of Schedule 2.3(b) attached hereto, which shall (i) be prepared in good faith and in accordance with the Agreed

Pre-Closing Deliverables. Company will have delivered to Parent and the Exchange Agent at least Three (3) Business Days prior to the Closing Date, the following: (1) the Shareholder List; (2) the Merger Consideration Spreadsheet; (3) the Transaction Expense Certificate setting forth the true, correct and complete calculation of all unpaid Transaction Expenses immediately prior to the Effective Time; (4) a copy of the Written Consent; and (5) payoff letters reasonably acceptable to Parent with respect to the Debt to be Discharged including any security interest termination statements, any other evidence of release of all related Encumbrances reasonably requested by Parent and acknowledgement that, upon payment of the applicable amount, such Debt to be Discharged will have been paid and discharged in full and Company or any of its Subsidiaries will have been released from any and all Liabilities and obligations under such Debt to be Discharged (the “Payoff Letters”); and

Pre-Closing Deliverables. Prior to the Closing, Seller shall deliver to Purchaser Schedule 6.17, which shall set forth an initial list of the individuals who, to the Knowledge of Seller, are Former Seller Employees as of the Closing Date.