Closing Date Statement. Not more than 60 days following the Closing Date, Seller shall deliver to Purchaser an unaudited statement as of the Closing Date (the "Closing Date Statement") that has been prepared in accordance with the provisions of Section 2.06(a) and on a basis consistent with the methodologies and assumptions used in preparing the Initial Purchase Price Statement, which shall set forth the net book value of tangible Purchased Assets and Prepaid Expenses as of the Closing Date (the "Closing Purchase Price"). Upon receipt of the Closing Date Statement, Purchaser, and, if so desired by Purchaser and at Purchaser's expense, Purchaser's independent accountant, shall be permitted during the succeeding 30-day period to examine, and Seller shall make available, the Books and Records of Seller associated with the Business and any work papers and reconciliations prepared by Seller in the preparation of the Closing Date Statement. As promptly as practicable and in no event later than the last day of such 30-day period, Purchaser shall either inform Seller in writing that the Closing Date Statement is acceptable, or object to the Closing Date Statement by delivering to Seller a written statement setting forth a specific description of Purchaser's objections to the Closing Date Statement (the "Statement of Objections"). If Purchaser shall fail to deliver a Statement of Objections within such 30-day period, the Closing Date Statement shall be deemed to have been accepted by Purchaser. In the event that Purchaser shall object to the Closing Date Statement as provided above, Seller and Purchaser shall attempt in good faith to resolve any such objections within 15 days of Seller's receipt of Purchaser's Statement of Objections. If Seller and Purchaser shall be unable to resolve the matter within such 15-day period, they shall, within 15 days thereafter, engage Arthxx Xxxexxxx xx resolve any unresolved objections of Purchaser and to make any adjustments to the unresolved items on the Closing Date Statement. In making its determination with respect to whether any such adjustments are appropriate, such accountant shall evaluate those items or amounts in the Closing Date Statement as to which Purchaser has objected and shall determine whether such items have been prepared in accordance with the provisions of Section 2.06(a). The fees of such firm shall be borne by Seller if Purchaser's calculation of disputed amounts as set forth in the Statement of Objections is closer to such account...
Closing Date Statement. (a) Within sixty (60) days after Closing Date, Seller shall prepare and deliver to Buyer a written statement of the Base Purchase Price, Regulatory Obligation Amount and the Non-Regulated Construction Work in Process Amount ("Closing Date Statement").
Closing Date Statement. Within sixty (60) days after the Closing Date, Sellers shall prepare and deliver to Buyer a written statement reasonably detailing the Regulatory Obligation Amount, the Non-Regulated Construction Work in Process Amount and any Capital Expenditure Deficiency, together with supporting documentation (the "Closing Date Statement"). Absent manifest error, the Closing Date Statement shall be deemed correct. Within thirty (30) days after receipt of the Closing Date Statement, Buyer shall, in a written notice to Sellers, describe in reasonable detail any proposed adjustments to the Closing Date Statement and the reasons therefor. If Sellers shall not have received a notice of proposed adjustments aggregating Fifty Thousand Dollars ($50,000) or more within such thirty (30) day period, Buyer will be deemed to have accepted irrevocably such Closing Date Statement.
Closing Date Statement. No later than two (2) Business Days before the Closing Date, the Company shall deliver to GTY a statement (the “Closing Date Statement”) setting forth or attaching, as applicable:
Closing Date Statement. Within the one hundred twenty (120) day period after the Closing Date, Purchaser shall deliver, or cause to be delivered, to the Sellers’ Representative a statement (the “Closing Date Statement”) setting forth Purchaser’s objections, if any, to the calculations set forth in the Estimated Closing Date Statement, together with reasonably detailed supporting documentation to substantiate any such objections, including the calculations of (i) the amount of each of (A) Indebtedness remaining unpaid as of immediately prior to the Closing, (B) Change of Control Payments remaining unpaid as of immediately prior to the Closing, (C) Company Transaction Expenses, and (D) accrued Pre-Closing Taxes remaining unpaid as of immediately prior to the Closing, and (ii) the resulting calculation of the Purchase Price under Section 2.6(a). The Closing Date Statement and the calculations thereunder shall be prepared and calculated by Purchaser in good faith. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall have the right to revise the Closing Date Statement and Purchaser’s objections, if any, to the calculations set forth in the Estimated Closing Date Statement in all respects based on fraud, willful misconduct or intentional misrepresentation discovered by Purchaser at any time prior to the determination of the Final Purchase Price in accordance with this Section 2.8.
Closing Date Statement. Not later than 90 days after the Closing Date, the Buyer will cause to be prepared and delivered to the Securityholder Representative a certificate executed by the Buyer along with all working papers and necessary background documents, which will be prepared in accordance with the Accounting Principles (the “Closing Date Statement”), setting forth final calculations of the Cash, Indebtedness, Sellers’ Expenses, Current Assets, Current Liabilities, Actual Closing Date Working Capital and Actual Closing Date Net Indebtedness as of the close of business on the Closing Date. The Securityholder Representative may notify the Buyer that it accepts or disputes the Closing Date Statement at any time within 15 days after receiving it, but will be deemed to accept it on the 16th day after receipt unless the Securityholder Representative delivers a written notice (the “Dispute Notice”) to the Buyer of a dispute (an “Closing Date Statement Dispute”) prior to that 16th day. On the date of the Securityholder Representative’s deemed acceptance, or any earlier date upon which the Buyer receives notice of the Securityholder Representative’s acceptance, the Closing Date Statement will be presumed to be true and correct in all respects and will be final and binding on the Buyer and the Equityholders.
Closing Date Statement. No later than two (2) Business Days before the Closing Date, the eCivis Holders’ Representative shall deliver to GTY a statement (the “Closing Date Statement”) setting forth or attaching, as applicable:
Closing Date Statement. 2.08(a) Closing Purchase Price............................... 2.08(a) Code.................................................
Closing Date Statement. The Contributors Representative has delivered to Buyer the statement (the “Closing Date Statement”), setting forth or attaching, as applicable:
Closing Date Statement. (a) At least ten (10) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written certificate executed by an officer of Seller (the “Closing Date Statement”) setting forth in reasonable detail Seller’s good faith calculation of the Closing Payment Amount and the components thereof determined in accordance with the Calculation Principles, as applicable, and as of the Reference Time, including: (i) the Redemption and Discharge Amount, including the Prepayment Premium (which, if available, shall include a confirmation of such amounts received from the Trustee), (ii) the Property Cash Price, (iii) Closing Funded Indebtedness, if any, (iv) the Property Adjustment Amount (the “Estimated Property Adjustment Amount”), if any, (v) the Closing Date Credit Amount (the “Estimated Closing Date Credit Amount”) and (vi) the Closing Date Working Capital (the “Estimated Closing Date Working Capital”).
