Review of Closing Statement Sample Clauses

Review of Closing Statement. The Closing Statement shall be reviewed by the Business Auditors. Upon completion of the review, the Business Auditors shall render a report as set forth in Exhibit 9, which report shall be accompanied by a copy of the Closing Statement (the “Reviewed Closing Statement”). For the avoidance of doubt, amounts entered in the calculation of Net Debt shall not be entered in the calculation of the Working Capital. The Purchaser and the Sellers shall jointly procure that the Business Auditors deliver the Reviewed Closing Statement to Sellers and Purchaser no later than sixty (60) days after receipt of the Closing Statement. The fees and expenses of the Business Auditors in connection with the Reviewed Closing Statement shall be paid by the Sellers.
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Review of Closing Statement. The Representative shall have 30 days from the date on which the Closing Statement is delivered to it to review such documents relating to the Parent's computation as the Representative may reasonably request (the "Review Period"). During the Review Period, the Representative and its representatives will have reasonable access to all documentation or work papers reasonably requested by the Representative related to the Parent's computation of Closing Equity and the Cash Shortfall (it being understood that access to any work papers of any third party accountants shall require the execution of a customary access letter). If the Representative believes the computation of Closing Equity or Cash Shortfall (i) has not been prepared in accordance with the principles, procedures and elections referred to in the definitions of Closing Equity and Closing Cash Balance or (ii) is not mathematically correct, the Representative may, on or prior to the last day of the Review Period, deliver a notice to the Parent to such effect, setting forth, in reasonable detail, each disputed item, the amount disputed and the basis for the Representative's disagreement therewith, together with supporting calculations and the Representative's position as to the proper calculation of such amount (the "Dispute Notice"). For the avoidance of doubt, the Representative may provide a Dispute Notice on the basis only of the matters referred to in clauses (i) or (ii) of the immediately preceding sentence. If no Dispute Notice is received by the Parent on or prior to the last day of the Review Period, the Closing Statement and the computation of the Closing Equity and Cash Shortfall set forth therein shall be deemed accepted by the Representative for all purposes of this Agreement.
Sample 1
Review of Closing Statement. Buyer will, and will cause the Company and its Subsidiaries to, (i) provide Sellers and their respective representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees of the Company and its Subsidiaries responsible for the preparation of the Closing Statement for purposes of their review of the Closing Statement, and (ii) cooperate in all reasonable respects with Sellers and their respective representatives in connection with such review, including providing on a timely basis all other information necessary in connection with the review of the Closing Statement as is reasonably requested by Sellers or their respective representatives. If Sellers have any objections to the Closing Statement, Sellers will deliver to Buyer a statement setting forth their objections thereto (an “Objections Statement”), which statement will identify in reasonable detail those items and amounts to which Sellers object (the “Disputed Items”). If an Objections Statement is not delivered to Buyer within sixty (60) days after delivery of the Closing Statement, the Closing Statement as prepared by Buyer will be final, binding and non-appealable by the parties; provided that, in the event Buyer, the Company or any of its Subsidiaries does not provide any papers or documents reasonably requested by the Sellers or any of their authorized representatives within five (5) days of request therefor (or such shorter period as may remain in such 60-day period), such 60-day period will be extended by one (1) day for each additional day required for Buyer, the Company or one of its Subsidiaries to fully respond to such request. Sellers and Buyer will negotiate in good faith to resolve the Disputed Items, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objections Statement to Buyer, Sellers or Buyer may submit, within ten (10) days after the expiration of the 30-day period and with a copy of such submission to the other party, any unresolved Disputed Items to KPMG LLP (the “Accounting Firm”). In the event the parties submit any unresolved Disputed Items to the Accounting Firm, each party will submit a Closing Statement (which in the case of each party may be a Closing Statement that, with respect to the unresolved Disputed Items (but not, for the avoidance of doubt, with respect to any other items), is different than...
Sample 1
Review of Closing Statement. Within ten (10) Business Days following Seller’s receipt of the Closing Statement, Seller shall notify Purchaser in writing of any objections that Seller may have to the Closing Statement, stating in reasonable detail the basis for any such objections (an “Objection Notice”); provided, that the only bases for objection shall be (i) non-compliance with the standards set forth in this Section 2.4 for the preparation of the Closing Statement (including that any items that should have been included or excluded from the calculation based on the standards were not properly included or excluded), and (ii) computational errors. If Seller fails to deliver an Objection Notice to Purchaser within such 10-Business Day period, Seller shall be deemed to have concurred with the Closing Statement and its calculation of the Closing Adjustment Amount shall become final and binding on all parties.
Sample 1
Review of Closing Statement. Following receipt of the Closing Statement, Parent shall be afforded a period of thirty (30) days to review the Closing Statement, provided that Parent shall be afforded a period of forty-eight (48) hours to review the Appraised Items. To assist in any such review, Buyer shall make available to Parent upon request work sheets and other papers prepared in connection with the Closing Statement. At or before the end of the thirty (30) day review period (or the forty-eight hour period for the Appraised Items), Parent shall either (i) accept the Closing Statement in its entirety (or the Appraised Items, as the case may be) or (ii) deliver to Buyer a written notice (a “Dispute Notice”) setting forth a detailed explanation and calculation of those items in the Closing Statement that Parent disputes (the “Items of Dispute”). If Parent does not deliver a Dispute Notice to Buyer within the applicable review period, Parent shall be deemed to have accepted the Closing Statement in its entirety and/or the Appraised Items, as the case may be. If Parent delivers a Dispute Notice in which some, but not all, items included in the Closing Statement are disputed, Parent shall be deemed to have accepted all of the items in the Closing Statement, other than the Items of Dispute.
Sample 1
Review of Closing Statement. After preparation of the Closing Statement, Buyer shall promptly deliver the Closing Statement to the Seller Representative for review. Buyer shall grant the Seller Representative and his or her authorized accounting and legal Representatives reasonable access to such work papers or other documents and information as they reasonably request relating to the calculation of each component of the Purchase Price, and Buyer shall make appropriate officers of the Company sufficiently available to assist the Seller Representative and respond to questions in connection with the Seller Representative’s review of the Closing Statement.
Sample 1
Review of Closing Statement. If within thirty (30) days following delivery of the items described in clauses (i) through (ii) of SECTION 2.3(a), the Buyer does not give the Sellers written notice objecting to the Closing Statement (specifying (i) its calculations of the Purchase Price Adjustment and (ii) the facts and circumstances supporting the reasonableness and propriety of such adjustment under the standards set forth in SECTION 2.3(c)), the Purchase Price Adjustment reflected on the Closing Statement shall
Sample 1
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Review of Closing Statement. (i) Seller shall have thirty (30) days following Buyer’s delivery of the Closing Statement to Seller to review and respond to the Closing Statement, during which period Buyer will grant Seller reasonable access during normal business hours to Buyer’s personnel, the Business Records and the work papers prepared by Buyer’s independent accountants (subject to compliance with Buyer’s independent accountants’ customary procedures for release) with respect to the Closing Statement.
Sample 1
Review of Closing Statement. HLTC INC. shall have the right to review the Closing Statement as to the matters covered by such Certification. If HLTC INC. does not notify H & L TOOL to the contrary within forty-five (45) days after the date the Closing Statement is delivered to HLTC INC., then the Closing Statement delivered by H & L TOOL shall be deemed to be final, conclusive and binding on the parties. If HLTC INC. notifies H & L TOOL in writing within such forty-five (45) day period that it disputes any item on the Closing Statement as delivered and specifies (a) the items which it so disputes and the reason therefor (together with supporting documentation) and (b) the amount of the adjustment it proposes with respect to each such item, the parties will then attempt to resolve such disputed items. HLTC INC. shall not be entitled to dispute any individual line item which involves a proposed adjustment to the Closing Statement of less than Ten Thousand Dollars ($10,000.00) (but shall be entitled to the full amount of any line item adjustments, even if finally determined to be less than $10,000.00). If the parties are unable to resolve their dispute and to agree on the Closing Statement, the disputed items shall be referred, within forty-five (45) days after the date of the Closing Statement's delivery to HLTC INC., to BDO Seidxxx, xxrtified public accountants (the "Firm"). The decision of the Firm shall be within the disputed range and shall be final, conclusive and binding on the parties hereto. The fees and expenses of the Firm shall be allocated between H & L TOOL and HLTC INC. as follows: (i) H & L TOOL shall pay all or a portion of the Firm's fees and expenses, as determined in accordance with the following formula: AE x AA = TE -- BA
Sample 1

Related to Review of Closing Statement

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Preliminary Closing Statement At least three (3) Business Days prior to the Closing Date, Escrow Agent shall prepare and submit to each of Buyer and the Seller Parties preliminary Closing statements, showing the Parties’ respective amounts of Closing costs, the Deposit, the net credit due to the Seller Parties or Buyer under Section 2.5 and the net amount of funds required to be deposited by Buyer in order to effect Closing hereunder.

  • Final Closing Statement Within ninety (90) days following the Closing Date, Parent shall deliver to the Holder Representative a statement (the “Closing Statement” and, in its final and binding form as determined below, the “Final Closing Statement”) setting forth the Closing Consideration and each component thereof as of immediately prior to the Closing, including final determinations as to the amounts of (A) the Company Cash, (B) the Funded Debt and (C) the Closing Net Working Capital. The Final Closing Statement and the components thereof shall be prepared in accordance with the Agreed Accounting Principles. The Holder Representative shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the preparation of the Closing Statement and determination of the Closing Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (x) thirty (30) days following the Holder Representative’s receipt thereof, unless the Holder Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date and (y) the date that the Holder Representative notifies Parent of its acceptance thereof. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. The Closing Statement shall become final and binding upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the written agreement of the parties or pursuant to the arbitration provisions set forth below). During the thirty (30) days following delivery of a Notice of Disagreement, Parent and the Holder Representative shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and Representatives shall be permitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, at the end of the thirty (30)-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to Ernst & Young LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Closing Consideration and the components thereof to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, records and other relevant information of the Company, Parent and the Holder Representative to the extent necessary to calculate the Closing Consideration. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Absent fraud committed by the Accounting Firm or manifest error (as to which Parent and the Holder Representative mutually agree), the Closing Statement and the determination of the Closing Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall act as an expert and not as an arbitrator to determine solely the matters in dispute based solely on the submissions and responses of Parent, on the one hand, and the Holder Representative, on the other hand. The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, on behalf of the Holders, based upon the percentage of the contested amount submitted to the Accounting Firm that is ultimately awarded to Parent, on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount payable by the Holder Representative on behalf of the Holders to be deducted from the Purchase Price Adjustment Holdback and retained by Parent in accordance with Section 4.1(c)(ii)).

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Operating Statements In the case of each Mortgage Loan, the related Mortgage or another Mortgage Loan document requires the related Mortgagor, in some cases at the request of the lender, to provide the holder of such Mortgage Loan with at least quarterly operating statements and rent rolls (if there is more than one tenant) for the related Mortgaged Property and annual financial statements of the related Mortgagor, and with such other information as may be required therein.

  • Seller’s Closing Certificate A certificate duly executed by Seller in the form of Exhibit J attached hereto (the “Seller’s Closing Certificate”).

  • Earning Statement The Company will make generally available to its security holders and the Representatives as soon as practicable an earning statement that satisfies the provisions of Section 11(a) of the Securities Act and Rule 158 of the Commission promulgated thereunder covering a period of at least twelve months beginning with the first fiscal quarter of the Company occurring after the “effective date” (as defined in Rule 158) of the Registration Statement.

  • Earning Statements The Company will make generally available (which includes filings pursuant to the Exchange Act made publicly through the XXXXX system) to its security holders as soon as practicable, but in any event not later than 16 months after the end of the Company’s current fiscal year, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

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