As soon as reasonably practicable, but no later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Seller Representative a statement (the “Closing Statement”) setting forth Buyer’s good faith proposed determination of the actual amounts of Closing Working Capital, Closing Cash, Closing Indebtedness, Seller Expenses, the 2017 Short-Term Deferred Contingent Receivable Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability Reduction Amount and the Acquisition Amounts, together with a calculation of the Purchase Price based thereon and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt, be subject to adjustment pursuant to this [Section 2.4]). The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including [Section 2.4(e)].
As soon as reasonably practicable, butEstimated Purchase Price. No more than five (5) Business Days and no laterless than ninety (90) days afterthree (3) Business Days prior to the Closing Date, Buyer shall prepare and deliver toClosing, the Seller Representative (on behalf of the Sellers) shall deliver to Buyer # a statement (the “Closing“Estimated Closing Statement”) setting forth Buyer’sits good faith proposed determination of the actual amountsestimates of Closing Working Capital, Closing Cash, Closing Indebtedness, Seller Expenses,Expenses (including the Management Bonus Amount), the 2017 Short-Term Deferred Contingent Receivable Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability Reduction Amount and the Acquisition Amounts, together with a calculation of the Purchase Price (the “Estimated Purchase Price”) based thereonon such estimates and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt, be subject to adjustment pursuant to this [Section 2.4]), # a determination of the Pro Rata Percentage and Percentage Allocation of each Seller and the Holdback Allocation for each Seller (other than AIG). The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including [Section 2.4(e)].
As soon as reasonably practicable, but no later thanWithin ninety (90) calendar days after the Closing Date,Closing, the Buyer shall prepare and deliver to the Seller RepresentativeJI a statement (the “Closing Statement”) setting forth Buyer’s good faith proposedthe final determination of: # the Working Capital Amount and any Working Capital Surplus or Working Capital Deficit based thereon, # the U.S. Cash Amount and any U.S. Cash Surplus or any U.S. Cash Deficit based thereon; # the Mexico Cash Amount, # Closing Indebtedness, # the Closing Transaction Expenses, and # the Program Escrow Amount (as adjusted pursuant to [Section 2.5]) as of the actual amounts of Closing Working Capital, Closing Cash, Closing Indebtedness, Seller Expenses, the 2017 Short-Term Deferred Contingent Receivable Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability Reduction Amount and the Acquisition Amounts, together with a calculation of the Purchase Price based thereon and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt, be subject to adjustment pursuant to this [Section 2.4]Effective Time (the “Final Statement”). The Closing StatementFinal Statement, and the determinationsall components, calculations and calculations contained thereinamounts therein, shall be prepared and determined in accordance with the Accounting Principles and the other applicable provisions and definitions of this Agreement, including [Section 2.4(e)].Agreement.
As soon as reasonably practicable, but noClosing Statement. No later than ninety (90)sixty (60) days after the Closing Date, BuyerPurchaser shall preparecause to be prepared in good faith and deliverdelivered to the Seller Representative a statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Buyer’Purchaser’s good faith proposed determinationcalculation of # Working Capital as of the actual amountsclose of business on the Closing Date, # the amount, if any, by which such calculation of Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Working Capital, # each of the items described in [[Section 2.5(a)(i)(B)-(H)])]])] above, as of the close of business on the Closing Cash, Closing Indebtedness, Seller Expenses,Date and # the 2017 Short-Term Deferred Contingent Receivable Amount,amount, and calculation of, the Long-Term Deferred Contingent Receivable Amount,Purchase Price derived solely from the Paid Deferred Contingent Receivable Amount,foregoing items (collectively, the Earn-Out Liability Reduction Amount and the Acquisition Amounts,“Closing Date Purchase Price”), together with a calculationcertificate signed by an authorized executive officer of Purchaser that the Purchase Price based thereon and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt, be subject to adjustment pursuant to this [Section 2.4]). The Closing Statement and the determinations and calculations contained therein shall bewere prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules. If Purchaser fails to deliver the Closing Statement within such sixty (60) day period, then in addition to any other rights the Representative may have under this Agreement, includingthe Representative shall have the right to elect that the Estimated Purchase Price (as adjusted to incorporate the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds the Estimated Closing Date Working Capital) be deemed to be the amount of the Final Closing Date Purchase Price and be final and binding and used for purposes of calculating the adjustment pursuant to [Section 2.4(e)5(b)]. above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.
As soon as reasonably practicable, but no laterNot less than ninety (90) days afterthree (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchaser with a written statement, setting forth a good-faith estimate in reasonable detail of each of the following: # the Estimated Closing Cash, # the Estimated Net Working Capital, # the Estimated Closing Indebtedness, # the Estimated Capital Expenditures Amount and # the Estimated Transaction Expenses (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth # Sellers’ determination of each of the Closing Date, BuyerPayment Adjustment and the Closing Payment Amount and # the account or accounts to which Purchaser shall prepare and deliver totransfer the Seller Representative a statement (the “Closing Statement”) setting forth Buyer’s good faith proposed determinationClosing Payment Amount, the payments in respect of the actual amounts of Closing Working Capital, Closing Cash, Closing Indebtedness, Seller Expenses, the 2017 Short-Term Deferred Contingent Receivable Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability Reduction AmountUtility Money Pool Agreement and the Acquisition Amounts, together with a calculation of the Purchase Price based thereonTransCo Intercompany Notes (if any), and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt,Estimated Transaction Expenses designated to be subject to adjustmentpaid directly at Closing (if any), in each case pursuant to this [Section 2.4])1.3]. The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including [Section 2.4(e)].
As soon as reasonably practicable, but no later than ninety (90)Within sixty (60) days after the Closing Date, BuyerPurchaser shall prepare in good faith and deliver to Sellers a written statement of # the Seller Representative a statement (the “Closing Statement”) setting forth Buyer’s good faith proposed determination ofFinal Closing Cash, # the actual amounts of ClosingFinal Net Working Capital, Closing Cash,# the Final Closing Indebtedness, Seller Expenses,# the 2017 Short-Term Deferred Contingent Receivable Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability ReductionFinal Capital Expenditures Amount and # the Acquisition Amounts,Final Transaction Expenses (collectively, the “Initial Closing Statement”), together with a calculation ofnotice that sets forth the proposed Post-Closing Adjustment and Purchase Price based thereon and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt, be subject to adjustment pursuant to this [Section 2.4]).Price, as determined by Purchaser. The Initial Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including [Section 2.4(e)].the Accounting Principles, and applied in a manner consistent with the principles, methodologies and adjustments used in connection with the preparation of .
As soonAfter the Closing Date, Buyer and Seller shall cooperate with each other and provide each other with such access to the books, records and relevant employees of the other as they may reasonably practicable, but no later than ninety (90)request in connection with the matters addressed in this [Section 2.10]; provided, however, that none of Seller or any of its Affiliates will be required to grant access or make available its Tax Returns (except for Tax Returns for Property Taxes to the extent related to the Acquired Assets) for any purpose, including in connection with any proceeding or other dispute pursuant to this [Section 2.10]. Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Seller Representative a statement (the “Closing Statement”Buyers Statement) setting forth Buyer’s good faith proposed determinationits calculation of the actual amounts of Closing Date Net Working Capital, Closing Cash, Closing Indebtedness, Seller Expenses, the 2017 Short-Term Deferred Contingent ReceivableCapital Amount, the Long-Term Deferred Contingent Receivable Amount, the Paid Deferred Contingent Receivable Amount, the Earn-Out Liability ReductionClosing Date Net Indebtedness Amount and the Acquisition Amounts,resulting Closing Purchase Price, together with a calculation of the Purchase Price based thereonreasonable supporting information and the Earn-Out Liability Amount (which shall not, for the avoidance of doubt, be subject to adjustment pursuant to this [Section 2.4]). The Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including [Section 2.4(e)].calculations.
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