Preliminary Closing Statement Sample Clauses

Preliminary Closing Statement. Seller and Buyer shall jointly prepare and approve a preliminary Closing Statement on the basis of the Leases and other sources of income and expenses, and shall deliver such computation to Escrow Holder prior to Closing.

Preliminary Closing Statement. Seller and Bedford shall jointly prepare a preliminary Closing statement on the basis of the Leases and other sources of income and expenses and shall deliver such computation to the Escrow Holder prior to the Closing.

Preliminary Closing Statement. No less than two (2) Business Days prior to the date hereof, on behalf of the Sellers the Sellers’ Representative prepared, or caused to be prepared, and delivered to Purchaser the written statement that is attached hereto as Schedule 2.4 (the “Preliminary Closing Statement”), which includes and sets forth (a) a good faith estimate of the following: (i) the estimated Indebtedness of the Acquired Companies as of immediately prior to the Closing (the “Estimated Indebtedness”); (ii) the amount of Working Capital Surplus or Working Capital Deficiency of the Acquired Companies as of the Effective Time (the “Estimated Working Capital Surplus” or “Estimated Working Capital Deficiency”, respectively); (iii) the amount of Cash and Cash Equivalents of the Acquired Companies as of the Effective Time (the “Estimated Cash and Cash Equivalents”); and (iv) the amount of unpaid Transaction Expenses of the Acquired Companies as of immediately prior to the Closing (the “Estimated Transaction Expenses”); and (b) on the basis of the foregoing, a calculation of the Closing Payment, together with wire transfer information for delivery of such amounts to the Sellers’ Representative for further distribution to the Sellers (the “Consideration Schedule”). The 24 4907-7785-9703.29 Preliminary Closing Statement was prepared in accordance with the Accounting Principles. The Purchaser shall be entitled to conclusively rely on the Consideration Schedule delivered by the Sellers’ Representative, and the Purchaser shall be relieved from any liability to any Person for any payments made pursuant to this Agreement in accordance with, and in reliance on, the Consideration Schedule.

Preliminary Closing Statement. The Final Closing Statement shall be prepared by Buyer in good faith and shall be certified by Buyer to be, as of the date prepared, its good faith estimate of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment, the debt adjustment calculated pursuant to Section 2.3(c) and Cash Consideration, as so adjusted, as applicable. Buyer shall allow Seller and its agents access, upon reasonable prior notice, at all reasonable times after the Closing Date to copies of the books, records and accounts of the Companies and promptly make available to Seller such information as Seller reasonably requests to allow Seller to examine the accuracy of the Final Closing Statement. Within thirty (30) days after the date that the Final Closing Statement is delivered by Buyer to Seller, Seller shall complete its examination thereof and may deliver to Buyer a written report setting forth any proposed adjustments to any amounts set forth in the Final Closing Statement; provided, however, that if Buyer does not comply with its obligations pursuant to the preceding sentence, such thirty (30) day period shall run from the day after the date on which Buyer complies with such obligations; provided, further, however, that if Buyer does not comply with its obligations pursuant to the preceding sentence within thirty (30) days after Seller has made any such request for access, there shall be no adjustment in favor of Buyer pursuant to this Section 2.5. To the extent that Buyer does not provide to Seller the Final Closing Statement within ninety (90) days after the Closing Date in accordance with this Section 2.5, Buyer shall have no right to raise further adjustments in its favor. After submission of the Final Closing Statement, Buyer shall have no right to raise further adjustments in its favor and after submission of Seller's report of any proposed adjustments, Seller shall have no right to raise further adjustments in its favor. If Seller notifies Buyer of its acceptance of the amounts set forth in the Final Closing Statement, or if Seller fails to deliver its report of any proposed adjustments within the period specified in the second preceding sentence, the amounts set forth in the Final Closing Statement shall be conclusive, final and binding on the parties as of the last day of such period. Buyer and Seller shall use good faith efforts to resolve any dispute involving the amounts set forth in the Final Closing Statement. If Seller and Buyer fail to a...

Preliminary Closing Statement. Seller shall prepare a closing statement (the "Preliminary Closing Statement") in accordance with GAAP as of a date not earlier than 45 days prior to the Closing Date reflecting the calculation of the Purchase Price, including the assets to be sold and assigned hereunder and the liabilities to be transferred and assumed hereunder; provided, however, that the Preliminary Closing Statement shall reflect actual balances as of a date not more than 7 days prior to the Closing Date for coins and currency and deposits.

Preliminary Closing Statement. Not less than five (5) days prior to the Closing Date, Seller shall deliver to Purchaser a proposed preliminary closing statement, in the form of Schedule B to this Agreement, completed as at a date mutually agreed to by the parties. The parties shall agree upon the preliminary closing statement before the Closing, and it shall be the basis of a preliminary payment to be made to Purchaser's account on the Closing Date, or to Seller's account at the Closing, as the case may be (the "Preliminary Payment").

Preliminary Closing Statement. The Seller has approved the amounts reflected in the Preliminary Closing Statement by the Closing Date, unless the amounts disputed by Seller with respect to such Preliminary Closing Statement are (i) disputed in bad faith, or (ii) in an amount not greater than $1,500,000 in the aggregate, in either which case this condition shall not apply.

Preliminary Closing Statement. Beginning as close to the anticipated Closing Date as practicable, Sellers shall, in consultation with Buyer and with Buyer's reasonable cooperation, cause to be prepared a prorations and credit statement (the "Preliminary Statement") which shall reflect all of the prorations, credits and other adjustments in payment at Closing required under this Section 8 or under any other provision of this Agreement. As soon as the Parties have agreed upon the Preliminary Statement, they shall jointly deliver a mutually signed copy thereof to Escrow Agent. To the extent the Parties are unable to agree by Closing on any item on the Preliminary Statement, Sellers' estimation of such item shall be used and such item shall be finally resolved on the Final Statement pursuant to Section 11.

Preliminary Closing Statement. Seller shall prepare and furnish to Buyer at least three (3) days prior to Closing a preliminary closing statement setting forth the adjustments, if any, to the Sale Price and the total amount of funds to be paid by Buyer at Closing. Such statement shall reflect each adjustment and the calculation used to determine such amount. The adjusted Sale Price shall mean the Sale Price adjusted as provided herein.