Closing Statement. No later than sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in good faith and delivered to the Representative a statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Purchaser’s calculation of # Working Capital as of the close 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 Date and # the amount, and calculation of, the Purchase Price derived solely from the foregoing items (collectively, the “Closing Date Purchase Price”), together with a certificate signed by an authorized executive officer of Purchaser that the Closing Statement and the determinations and calculations contained therein were 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, the 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 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.
Pre-Closing Statement. NoNot later than sixty (60) days afterthree (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser shall cause to be prepared in good faith and delivered to the Representative# a statement (the “Closing“Pre-Closing Statement”), substantially similar in form to the Pre-Closing Statement,illustrative example set forth on [Exhibit B], setting forth Purchaser’# the Company’s calculationgood faith estimate of # Working Capital as of the close of business on the Closing Date,Date (the “Estimated Closing Date Working Capital”), # the amount, if any, by which suchCompany’s calculation of Working Capital exceeds the Working Capital Target orCompany Transaction Expenses, # the amount, if any, by which the Working Capital Target exceeds suchCompany’s calculation of Working Capital,Closing Date Indebtedness, # eachthe Company’s good faith estimate of the items described in [[Section 2.5(a)(i)(B)-(H)])]])] above,Closing Cash as of the close of business on the Closing Date (the “Estimated Closing Cash”), # the Per Share Preferred Consideration (calculated with respect to the shares of Preferred Stock based on the dates of issuance of such shares of Preferred Stock), # the Per Share Common Consideration, # the number of Fully Diluted Shares, # the number of Fully Diluted Preferred Shares, # the amount, and the calculation of, the Company’s good faith estimate of the Purchase Price derived from the items described in this [[Section 2.5(a)(i)(B)-(D)])]])] and determined without reference to Working Capital (such resulting calculation, the “Estimated Purchase Price”) (provided that, if the Working Capital Target exceeds such calculation of the Estimated Closing Date Working Capital, then # the Estimated Purchase Price shall be reduced by the amount of such excess plus and # the amount resulting therefrom shall be the Estimated Purchase Price for purposes of this Agreement), and # the amount, and the calculation of, the Purchase PriceClosing Payments derived solely from the foregoing items (collectively, the “Closing DateEstimated Purchase Price”), together withPrice, # a certificate signed by an authorized executive officer of Purchaserthe Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules. IfRules, and # the Pay-Off Letters. The Company shall provide Purchaser failswith reasonable access during normal business hours to deliverthe books and records of the Company, and other Company documents, to review the information set forth in the Pre-Closing Statement prior to the Closing Statement withinDate; provided, however, that # such sixty (60) day period, then in additionaccess shall not be a condition to any other rights the Representative may haveClosing under this Agreement,Agreement and # Purchaser and Merger Sub shall be entitled to rely on the RepresentativePre-Closing Statement in making payments under [Section 2.2] and Purchaser and Merger Sub shall havenot be responsible for 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 Targetcalculations or the amount, if any, by which the Working Capital Target exceeds the Estimated determinations regarding such calculations in such Pre-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 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.Statement.
Closing Statement. No later thanWithin sixty (60) days after the Closing Date, Purchaser shall cause to be preparedprepare in good faith and delivereddeliver to the RepresentativeSellers a written statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Purchaser’s calculation of # Working Capital as of the close of business on theFinal Closing Date,Cash, # 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 ofFinal Net Working Capital, # each of the items described in [Section 2.5(a)(i)(B)-(H)])] above, as ofFinal Closing Indebtedness, # the close of business on the Closing DateFinal Capital Expenditures Amount and # the amount, and calculation of, the Purchase Price derived solely from the foregoing itemsFinal Transaction Expenses (collectively, the “Closing Date Purchase Price”“Initial Closing Statement”), together with a certificate signednotice that sets forth the proposed Post-Closing Adjustment and Purchase Price, as determined by an authorized executive officer of Purchaser that thePurchaser. The Initial Closing Statement shall be prepared in accordance with the Accounting Principles, and the determinations and calculations contained therein were preparedapplied in a manner consistent with the relevant definitions set forthprinciples, methodologies and adjustments used in this Agreement and in accordanceconnection 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, the 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 amountpreparation of the Final Closing Date Purchase Price and be final and binding and used for purposes of calculating the adjustment pursuant to [Section 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target. .
Closing Statement. NoAs soon as reasonably practicable, but no later than sixty (60)ninety (90) days after the Closing Date, PurchaserBuyer shall causeprepare and deliver to be prepared in good faith and delivered to the Seller Representative a statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Purchaser’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 # Working Capital as of the close 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 Date and # the amount, and calculation of, the Purchase Price derived solely frombased thereon and the foregoing items (collectively,Earn-Out Liability Amount (which shall not, for the “Closing Date Purchase Price”), together with a certificate signed by an authorized executive officeravoidance of Purchaser that thedoubt, be subject to adjustment pursuant to this [Section 2.4]). The Closing Statement and the determinations and calculations contained therein wereshall be 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, the 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 toincluding [Section 2.5(b)4(e)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target. .
Closing Statement. No later than sixty (60)Within 60 days afterfollowing the Closing Date, Purchaser shall causeprepare and deliver to be prepared in good faith and delivered to the RepresentativeSeller a statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Purchaser’sin reasonable detail its calculation of #Net Working Capital as of the close 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 businessEffective Time on the Closing Date and # the amount, and calculation of, the Purchase Price derived solely from the foregoing items (collectively, the(the “Closing Date Purchase Price”Net Working Capital”), together with a certificate signed by an authorized executive officer of Purchaser that the. The Closing Statement and the determinations and calculations contained therein wereNet Working Capital shall be 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, thenmethodology set forth in addition to any other rights the Representative may have under this Agreement, the 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 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.Schedule
Closing Statement. No later than sixty (60)Within ninety (90) calendar days after the Closing Date, PurchaserClosing, the Buyer shall causeprepare and deliver to be prepared in good faith and delivered to the RepresentativeJI a statement (the “Closing Statement”), substantially similar in form to the Pre-Closing Statement, setting forth Purchaser’s calculation ofthe 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 close 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)]Effective Time (the “Final Statement”)]])] above, as of the close of business on the Closing Date. The Final Statement, and # the amount,all components, calculations and calculation of, the Purchase Price derived solely from the foregoing items (collectively, the “Closing Date Purchase Price”), together with a certificate signed by an authorized executive officer of Purchaser that the Closing Statementamounts therein, shall be prepared and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement anddetermined in accordance with the Accounting Rules. If Purchaser fails to deliverPrinciples and the Closing Statement within such sixty (60) day period, then in addition to any other rights the Representative may have underapplicable provisions and definitions of this Agreement, the 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 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.Agreement.
Closing Statement. No later thanWithin sixty (60) days after the Closing Date, PurchaserSeller shall causeprepare and deliver to be prepared in good faith and delivered to the Representative a statement (the “Closing“Adjustment Statement”), substantially similar in form to the Pre-Closing Statement, setting that sets forth Purchaser’Seller’s calculation of # Working Capitalcalculation, as of the close of business on the Closing Date, # the amount, if any, by which such calculation of Net Working Capital exceeds(“Closing Net Working Capital”). Seller shall provide and its independent accountant and financial advisor, at no expense to Seller, with all reasonable access during normal business hours to the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Working Capital, # eachworking papers, accounting and other books and records of the items describedBusiness and employees to the extent in Seller’s possession and reasonably required to facilitate [[Section 2.5(a)(i)(B)-(H)Buyer:Organization]])]])] above, as’s review of the close of business on the Closing Date and # the amount, and calculation of, the Purchase Price derived solely from the foregoing items (collectively, the “Closing Date Purchase Price”), together with a certificate signed by an authorized executive officer of Purchaser that the Closing Statement and the determinations and calculations contained therein were 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, the 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 2.5(b)] above. The Parties acknowledge that no adjustments may be made to the Working Capital Target.Adjustment Statement.
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