Audited Closing Balance Sheet Sample Clauses

Audited Closing Balance Sheet. No later than 45 days after the Effective Date, Newco shall deliver to Parent an audited consolidated balance sheet for the Retained Business at the earlier of the Effective Date or December 31, 1996 after giving effect to the Distribution (but not to the Financing (as defined in Section 6.14) or the Merger), which shall be audited by Newco's independent public accountants as in accordance with generally accepted auditing standards (the "Audited Closing Balance Sheet"). The Audited Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles on a basis consistent with the Company Financial Statements. To the extent that the net working capital (current assets less current liabilities) of the Retained Business as shown on the Audited Closing Balance Sheet is more or less than the estimated net working capital as of the Effective Date certified pursuant to Section 6.14, the Company shall pay to Newco, or Newco shall pay to the Company, the amount of such excess or shortfall, respectively, in cash within five days of the delivery of the Audited Closing Balance Sheet. The Company agrees that representatives of Parent and Newco shall be given access to all work papers, books, records and other information related to 23
Sample 1
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Audited Closing Balance Sheet. Upon its receipt of the Preliminary Closing Balance Sheet, Deloitte shall conduct an audit of the Preliminary Closing Balance Sheet in accordance with generally accepted accounting standards and in accordance with the standards set forth in Section 2.3(a) and Section 2.3(c). In connection with the engagement of Deloitte, each Party shall execute reasonable engagement letters and supply such other documents and information as Deloitte reasonably requires. Deloitte shall be instructed to use every reasonable effort to conduct such audit and deliver to Buyer and Seller its audit report with respect to the Preliminary Closing Balance Sheet (the "Audited Closing Balance Sheet") within thirty (30) calendar days after its receipt of the Preliminary Closing Balance Sheet and, in any case, as soon as practicable after such receipt. In connection with Deloitte's audit, Deloitte may reflect such adjustments to the Preliminary Closing Balance Sheet on the Audited Closing Balance Sheet as shall be required by Deloitte as a condition to providing its clean opinion in its audit report. Promptly upon completion of its audit, Deloitte shall deliver to Buyer and Seller the Audited Closing Balance Sheet accompanied by Deloitte's determination of (i) the amount of the Net Asset Value as of the Effective Time as reflected on the Audited Closing Balance Sheet and (ii) the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 2.2(b).
Sample 1
Audited Closing Balance Sheet. As promptly as practicable after the Closing, but in all events within forty-five (45) days after Closing, Arthxx Xxxexxxx XXX shall audit the Estimated Closing Balance Sheet (as so audited and adjusted to reflect the results of such audit, the "AUDITED CLOSING BALANCE SHEET"
Sample 1
Audited Closing Balance Sheet. (1) Within 60 days after the Closing Date, Purchaser shall cause to be prepared and delivered to the Company an audited balance sheet of the Company as of the Closing Date in the manner set forth in Section 3.1(a) (the "Audited Closing Balance Sheet"), which shall set forth the Net Working Capital and long-term debt of the Company, if any, as of the Closing Date, and Purchaser's calculation of the Purchase Price Adjustment. (2) Following delivery of the Audited Closing Balance Sheet to the Company, the Company shall have a period of 15 days to present in writing to Purchaser any objections or disagreement with respect to the calculation of the Purchase Price Adjustment. Such notice shall specify, in reasonable detail, the nature and extent of such disagreement. (3) If the Company and Purchaser are unable to resolve any such disagreement with respect to the calculation of the Purchase Price Adjustment within 15 days after delivery by the Company of the notice referred to in Section 3.l(b)(2), the disagreement shall be submitted for final determination to a "Big Five" accounting firm mutually acceptable to the Company and Purchaser (the "Independent Accounting Firm"). The Independent Accounting Firm shall follow such procedures as it deems appropriate for obtaining the necessary information in considering the positions of the Company and Purchaser but shall not conduct an independent audit. The Independent Accounting Firm shall render its determination on the matter within 30 days of its submission by the Company and Purchaser, and such determination shall be final, conclusive and binding upon Purchaser and Sellers. The closing balance sheet of the Company finally agreed upon by the parties shall be the Final Closing Balance Sheet (the "Final Closing Balance Sheet"); the parties intend to reach such agreement no later than four months after the Closing Date. (4) The fees and expenses of the Independent Accounting Firm shall be borne by the party whose asserted Purchase Price Adjustment is more at variance from the actual Purchase Price Adjustment ultimately determined by the Independent Accounting Firm.
Sample 1
Audited Closing Balance Sheet. Within sixty (60) days after Closing, Purchaser shall conduct a financial audit of the Company (the "Audit") and shall prepare and deliver to the Company an audited balance sheet of the Company as of the Closing Date (the "Audited Closing Balance Sheet"), which shall set forth the Net Working Capital and liabilities of the Company as of such date, and the amount of the Purchase Price Adjustment. In the event that the transactions contemplated by this Agreement are not consummated, Purchaser agrees to return all original documents to the Company at the end of the Audit and to otherwise comply with the terms and provisions of that certain confidentiality agreement executed by the Company and Purchaser.
Sample 1
Audited Closing Balance Sheet. A closing balance sheet will be prepared by Buyer in accordance with United States generally accepted accounting principals ("GAAP") consistently applied for general purpose users, audited by the accounting firm of Price Waterhouse within ninety (90) days of the Closing Date and presented to Seller along with the Adjustment calculation for review and comment. The cost of the audit shall be borne by Buyer. Notwithstanding the application of GAAP, the Audited Closing Balance Sheet will treat any long-term liability as a current liability as specified in Section 3.1
Sample 1
Audited Closing Balance Sheet a. Purchaser shall prepare and shall cause Granx Xxxxxxxx XXX (the "SPECIAL AUDITORS") to audit, as soon as practicable after the Closing Date, but in no event later than ninety (90) days after the Closing Date, a balance sheet, income statements and other records (the "CLOSING BALANCE SHEET") of Fan Asylum and its Subsidiaries (as defined herein) prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") reflecting Fan Asylum's and its Subsidiaries' assets, liabilities, stock holders' equity and revenue (the "AUDITED CLOSING BALANCE SHEET") as of the year ending December 31, 1999. The Special Auditors shall also prepare a supplemental revenue schedule (the "Revenue Schedule") which states the revenue of Fan Asylum for the year ending December 31, 1999 in accordance with GAAP except that ticket revenue will be recorded based upon Fan Asylum's historical practices. Upon completion of the audit, Purchaser shall deliver a copy of the Audited Closing Balance Sheet to Shareholder. Shareholder shall assist Purchaser in preparation of the Closing Balance Sheet if requested by Purchaser. b. Within ten (10) days after the Shareholder's receipt of the Audited Closing Balance Sheet, Shareholder shall notify Purchaser in writing of any items of dispute with respect to the Audited Closing Balance Sheet. If any differences are not resolved by agreement of the Shareholder and Purchaser within thirty (30) days after delivery of such statement of objections, such differences shall be submitted by any affected party for resolution to a big five accounting firm agreed upon by the parties (the "Resolution Auditors"
Sample 1
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Audited Closing Balance Sheet. As promptly as practicable, but in any event within 90 days, following the First Tranche Closing Date, Seller shall deliver to Buyers the audited Closing Balance Sheet, together with a report thereon of Seller's Accountants stating that the Closing Balance Sheet fairly presents the consolidated financial
Sample 1

Related to Audited Closing Balance Sheet

  • Closing Balance Sheet (i) As soon as practicable (and in no event later than 45 days after the Closing) the Company shall prepare and deliver to the Parent and the Shareholders' Representative a proposed actual closing consolidated balance sheet of the Company and its subsidiaries as of the opening of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the Audited Balance Sheets. Simultaneously with the preparation and delivery of the Closing Balance Sheet, the Company shall prepare and deliver to the Parent and the Shareholders' Representative a statement of "Closing Net Worth," defined herein as total assets, including cash, less total liabilities, excluding the outstanding balance of the Crestar Loan, each as set forth in the Closing Balance Sheet. (ii) If neither the Parent nor the Shareholders' Representative objects to the determination by the Company of the Closing Net Worth by written notice of objection (the "Notice of Objection") delivered to the other party within 20 days after the receipt of such statement, such Notice of Objection to describe in reasonable detail such party's proposed adjustments to the Closing Net Worth, the proposed Closing Net Worth shall be deemed final and binding. (iii) If either party delivers a Notice of Objection in respect of the Closing Net Worth, then any dispute shall be resolved in accordance with paragraph (b) of this Section 2.9. (iv) During the period that the Parent and the Shareholders' Representative are conducting their review of the determination of the Closing Net Worth, and subsequent to issuance of the Closing Balance Sheet, Parent and the Shareholders' Representative and their respective representatives shall have reasonable access during normal business hours to the workpapers, schedules, memoranda, and all of the documents, including accounting records and other information arising after the Closing Date, prepared or reviewed by the Company and its employees related to or arising in connection with the preparation of the Closing Balance Sheet and the determination of the Closing Net Worth. (v) The Company will make the work papers prepared in connection with its preparation of the Closing Balance Sheet available to each of the Parent and the Shareholders' Representative and their respective representatives at reasonable times and upon reasonable notice subsequent to the completion of their review of the Closing Balance Sheet and at any time during the resolution of any objections raised by any party with respect to the Closing Balance Sheet and the determination of the Closing Net Worth.

  • Closing Date Balance Sheet a. Not later than sixty (60) days after the Closing, Seller shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date". b. Without charge by Purchaser, Purchaser shall cause its and the Company's employees to cooperate reasonably and on a timely basis and to assist Seller with the preparation of the Closing Date Balance Sheet, and shall make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, and Seller shall make available its work papers for confidential inspection and review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information that contains competitively sensitive information concerning Seller's or any of Seller's Affiliate's unrelated operations, contracts, customers, pricing, costs, or related matters.

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Unaudited Financial Statements The School shall prepare and submit its unaudited annual financial statements to the Commission by September 15 of the subsequent fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances.

  • Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such consultation.

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Audited Financial Statements The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Interim Financial Statements Within 45 days after the close of each fiscal quarter of Customer, a copy of the interim financial statements of Customer for such fiscal quarter (including in reasonable detail both a balance sheet as of the close of such fiscal period, and statement of profit and loss for the applicable fiscal period);

  • Audited Financials The consolidated balance sheet of ------------------ the Borrower and its consolidated Subsidiaries as at December 31, 2000 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, copies of which have heretofore been furnished to the Bank, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Borrower nor any of its consolidated Subsidiaries had, as of December 31, 2000, any material Contingent Obligation, liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Hedge Agreement, which is not reflected in the financial statements contained in the Borrower's Annual Report on Form 10-K for the period ended December 31, 2000 or the notes thereto.

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