Individual Closing Statements definition
Examples of Individual Closing Statements in a sentence
The Sellers shall provide the information required to prepare estimated Individual Closing Statements and the Consolidated Closing Statement to Purchaser for review at least five (5) Business Days prior to the Closing Date.
In the event that allocation cannot be made by reference to the Individual Closing Statements for any reason, the parties agree that payments under paragraphs 2, 3, 4, 5, 6 and 7 shall be allocated to each Share Seller and each Asset Seller in accordance with the Initial Consideration Ratios.
It is recognised by the parties that the Individual Closing Statements for the Sale Businesses are expected to comprise only a capex statement and a working capital statement and that no statement of Cash, External Debt, Cross-Group Non Trading Payables or Cross-Group Non Trading Receivables will be required.
The assets and liabilities referred to in paragraphs 8 (i) and (ii) and 9 (i) and (ii) above will be taken into account in the Individual Closing Statements but only those referred to in paragraphs 8 (iii) and 9 (iii) above may be recorded or reflected in any way in the Perimeter Closing Statements.
The allocations will be proportionate to any differences between (a) the allocated portion of the Perimeter Working Capital Target, and (b) the working capital shown in the Individual Closing Statements, for the Target Sub-Groups in each jurisdiction (in the case of the Target Sub-Groups in Argentina and Mexico, taken in the aggregate for each such jurisdiction) and for each Sale Business.
The Individual Closing Statements will cause the adjusting payment required by paragraph 2 of this Part H to be allocated among (i) the Share Sellers and the Assets Sellers and (ii) the relevant Designated Transferees.
The allocations will be reasonably proportionate to any differences between (a) the allocated portion of the Perimeter Working Capital Target, and (b) the working capital shown in the Individual Closing Statements, for each Target Sub-Group and each Sale Business (applying the Initial Allocation Percentage to such difference where the Share Sellers exceed one in number).