Closing Balance Sheet. Attached hereto as Exhibit 1.05 is a proforma balance sheet for the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As of the Closing Date, the Company has $300,000 in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as of May 6, 2000 ("the Closing Balance Sheet"). The Buyer and its accountants shall be entitled to review the Closing Balance Sheet, and any working papers, source documents, trial balances and similar materials relating to the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records to the extent related to the Closing Balance Sheet. The Closing Balance Sheet shall show all of the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, the Closing Balance Sheet may not conform to generally accepted accounting principles and shall not be required to so conform.
Closing Balance Sheet. Within 90 days following the Closing, Michxxx, xx the one hand, and Papetti's Hygrade and the Acquired Entities, on the other hand, shall cause an audit of the combined balance sheet of Papetti's Hygrade and the Acquired Entities as of the Closing Date (Closing Balance Sheet). The Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied utilizing the accounting principles described in the most recently completed audited financial statements of Papetti's Hygrade and the Acquired Entities except that, (i) depreciation during the period from the Balance Sheet Dates to the Closing Date shall be computed using the straight-line method, applied to each fixed asset's existing net book value at the Balance Sheet Dates, divided by the remaining useful life of each asset, whereby the remaining useful life is computed by applying the useful life used by Michxxx xxx each class of asset, less the useful life consumed through the Balance Sheet Dates, and (ii), the capitalization and amortization of tote inventory shall be applied in the Closing Balance Sheet in a consistent fashion with the method used in preparation of the Balance Sheet, and (iii), the Closing Balance Sheet shall contain no accounting effects related to the Settlement Agreement. To the extent the combined equity 101 shown on the Closing Balance Sheet exceeds *, which is the combined equity shown on the combined financial statements as of the Balance Sheet Dates, adjusted as shown on Schedule 2.1.1, Michxxx xxxll pay such excess as additional cash consideration to the Shareholders and Partners of the Acquired Entities in the same proportion as the cash distributed at the Closing. To the extent the combined equity shown on the Closing Balance Sheet is less than *, the Shareholders and Partners of the Acquired entities shall be jointly and severally liable to pay Michxxx xxxx xxxicit. The Closing Balance Sheet audit shall be conducted by Granx Xxxxxxxx XXX in accordance with generally accepted auditing standards (GAAS). With respect to the conduct of the audit the parties agree that an audit conducted in accordance with GAAS will require the audit be planned and performed to obtain reasonable assurance about whether the Closing Balance Sheet is free from material misstatement. The Closing Balance Sheet audit will include examining, on a test basis, evidence supporting the amounts shown on such statement. The audit will include assessing the significant estimates made by managem...
Closing Balance Sheet. Within forty-five (45) days after the Closing Date, Seller shall prepare with the assistance of its independent certified public accountants ("Seller's Auditors") and present to Buyer the balance sheet of the Aerospace Business as of the Closing Date (the "Proposed Closing Balance Sheet"). The parties agree that the Proposed Closing Balance Sheet shall be prepared so that it presents fairly, in accordance with GAAP (except as footnoted therein) and Seller's normal accounting procedures consistent with past practice, the financial position of the Aerospace Business as of the Closing Date using practices and procedures applied in a manner consistent with the preparation of the Financial Statements. Buyer and its independent certified public accountants ("Buyer's Auditors") shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors utilized in preparing the Proposed Closing Balance Sheet and for purposes of verifying the accuracy of the Proposed Closing Balance Sheet. The Proposed Closing Balance Sheet shall be binding upon the parties to this Agreement unless Buyer gives written notice of disagreement with any of the values or amounts contained therein to Seller within thirty (30) Business Days after its receipt of the Proposed Closing Balance Sheet, specifying in reasonable detail the nature and extent of such disagreement. If Buyer and Seller mutually agree upon the Proposed Closing Balance Sheet within fifteen (15) Business Days after Seller's receipt of any notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement. If Buyer and Seller are unable to resolve any such disagreement within such period, the disagreement shall be referred for final determination to PricewaterhouseCoopers LLP (the "First Choice") or, if such firm is not available, such other independent accounting firm of national reputation selected by the mutual agreement of Buyer and Seller (the "Selected Firm") and the resolution of that disagreement shall be final and binding upon the parties hereto for purposes of this Agreement. If Buyer and Seller cannot agree on the Selected Firm, it shall be chosen by the First Choice and shall be a nationally recognized firm. The Proposed Closing Balance Sheet as finally determined is referred to herein as the "Closing Balance Sheet." The fees and disbursements of Seller's Auditors incurred in the preparation of the Proposed Closing Balance Sheet shall be paid by Sell...
Closing Balance Sheet. Prior to the Closing Date, the Company shall deliver to Parent a consolidated balance sheet for the Company and the Company Subsidiaries as of the last day of the month preceding the Closing Date, or as of three Business Days prior to the Closing Date if the Closing Date is a day that is more than three Business days following the last day of the preceding month, prepared in conformity with past practices and policies of the Company and the Company Subsidiaries, and in accordance with GAAP applied on a basis consistent with the preparation of the Interim Financial Statements (the “Closing Balance Sheet”), together with a calculation of the Consolidated Stockholders Equity. Parent shall have an opportunity to review and comment on the Closing Balance Sheet prior to the Closing Date.
Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adju...
Closing Balance Sheet. (i) Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the day immediately preceding the Statutory Merger Time prepared in accordance with GAAP (the “Closing Balance Sheet”). Within twenty (20) business days after PainCare’s delivery of the Closing Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept the Closing Balance Sheet or describe in reasonable detail any proposed adjustments to the Closing Balance Sheet and the reasons therefore, including pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Balance Sheet within such twenty (20) business day period, the Shareholder shall be deemed to have accepted the Closing Balance Sheet. Except in the case of a dispute with respect to the Closing Balance Sheet, within twenty (20) business days after delivery of the Closing Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Net Equity Adjustment (as defined in Section 4.3(c)(ii) below), if any, to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant that the Parties shall mutually select, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within ten (10) business days after receipt of the accountant’s computation or verification. The computation or verification made by the accountant shall be final and binding upon the Parties, and there shall be no right of appeal from such decision. The accountant’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by the accountant or, if all Parties’ determinations have been modified by the accountant, by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 4.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date.
Closing Balance Sheet. Within thirty (30) days after the Closing, Seller shall prepare or cause to be prepared and delivered to Buyer a balance sheet of Seller as of the Effective Date (the “Closing Balance Sheet”), which Closing Balance Sheet will set forth Tangible Net Worth calculation as of the Effective Date, prepared in such a manner to accurately reflect the Purchased Assets and current liabilities of Seller as of the Effective Date and prepared in a manner consistent with the Financial Statements.
Closing Balance Sheet. Section 2.2.2 Closing Date................................................................... Article III Code........................................................................... Introduction (viii) Company...................................................................... Introduction
Closing Balance Sheet. Seller at its expense shall cause Price Waterhouse LLP, its independent accountants ("SELLER'S ACCOUNTANTS") to prepare a balance sheet of the Business at the Closing Date (the "CLOSING BALANCE SHEET"), and to issue, at Buyer's request, as soon as practicable but in any event not later than thirty (30) days after the Closing Date, its opinion thereon to Buyer to the effect that such balance sheet presents fairly the financial position of Seller as of the Closing Date, in conformity with generally accepted accounting principles applied on a consistent basis. Such balance sheet shall specifically identify all assets reflected thereon which are not included in the Assets and all liabilities reflected thereon which are not assumed by Buyer under this Agreement, and shall identify the same items as are identified on SCHEDULE 2.1-1, SCHEDULE 2.1-2 AND SCHEDULE 2.1-3. The accountants' report shall also include a detailed schedule setting forth the calculation of the Adjustment to Base Purchase Price described in Section 2.1(b) and the Inventory Payment described in Section 2.2(b). In rendering the foregoing review and report, Seller's Accountants shall consult with Buyer's own accounting staff and, at Buyer's instruction, with Buyer's independent accountants ("BUYER'S ACCOUNTANTS"), and permit Buyer's Accountants at the earliest practicable date to review the report of Seller's Accountants, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Buyer's Accountants shall commence their review of said work papers, schedules and calculations as soon as practicable after Seller's Accountants have completed the field work phase of their review. Any dispute which may arise between Seller and Buyer as to such Closing Balance Sheet or the proper amount of the Adjustment to Base Purchase Price or Inventory Payment shall be resolved in the following manner:
