Closing Balance Sheet Clause Samples
The Closing Balance Sheet clause defines the requirement to prepare a final statement of a company's financial position as of the closing date of a transaction, such as a merger or acquisition. This balance sheet typically details the assets, liabilities, and equity of the business at the moment ownership is transferred, and may be prepared by the seller, buyer, or an independent accountant. Its core practical function is to provide an agreed-upon financial snapshot that serves as the basis for post-closing adjustments, ensuring both parties have a clear and accurate understanding of the company's value at closing.
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Closing Balance Sheet. (i) Within 90 days of the Closing Date, Buyer (itself or through a firm of independent public accountants designated by Buyer) shall in good faith prepare and deliver to Seller (a) the Closing Balance Sheet reflecting all balance sheet items of the Company as of 12:01 AM on the Closing Date, without giving effect to any of the transactions contemplated by this Agreement or any of the Ancillary Agreements (other than the Closing Dividend provided for in Section 6.04) and (b) a reasonably detailed calculation of Minimum Net Operating Working Capital as of the Closing Date. The Closing Balance Sheet shall (x) fairly present the consolidated financial position of the Company and its consolidated subsidiaries as of 12:01 AM on the Closing Date in accordance with GAAP and (y) be prepared in accordance with accounting policies and practices used by the Company on or prior to the Closing and set forth on Schedule 2.03. Upon request of Seller which request shall be made within 45 days of receipt of the Closing Balance Sheet, the Buyer shall, within 30 days of such request, provide (a) Seller with such additional information, documents, records and the like (the “Records”) and (b) Seller and its advisors and representatives access to Company personnel and Records (the “Access”) as is reasonably necessary in order for Seller (and its accountants and advisors) to evaluate Buyer’s calculation of Minimum Net Operating Working Capital.
(ii) If Seller disagrees with Buyer’s calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i), Seller may, within 45 days after delivery and/or provision of all Records and/or Access, respectively, requested by Seller within the 45-day period referred to in Section 2.03(i), deliver a notice to Buyer disagreeing with such calculation and setting forth in reasonable detail the reasons for disagreement and Seller’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Minimum Net Operating Working Capital delivered pursuant to Section 2.03(i).
(iii) If a notice of disagreement shall be duly delivered by Seller to Buyer pursuant to Section 2.03(ii), the parties shall, during the 45 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determ...
Closing Balance Sheet. (a) As promptly as practicable, but no later than 90 days, after the Closing Date, Buyer will cause to be prepared and delivered to Parent a combined balance sheet of the Company Group as of the close of business on the Closing Date (the "CLOSING BALANCE SHEET"), together with a report of Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity (the "STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with the procedures set forth in Exhibit B hereto.
(b) If Parent disagrees with Buyer's calculation of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). -------
(c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") to promptly to review this Agreement and the disputed items or amounts for the pur...
Closing Balance Sheet. No later than 90 days following the Effective Date, HHH shall prepare and deliver to Seaport Entertainment an unaudited consolidated balance sheet of the Seaport Entertainment Group as of the Effective Time that is prepared in accordance with GAAP, and using the same accounting procedures used to prepare the Seaport Entertainment Balance Sheet, and shall be binding on the Parties absent manifest error.
Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and in any event within 30 days thereafter, the Seller shall prepare and deliver to the Buyer and the Committee (i) the unaudited balance sheet of the PFI Business as of the close of business on the Closing Date (the "Closing Balance Sheet") as prepared by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("Seller's Accountants"), together with the reports and work papers of Seller's Accountants, and (ii) a calculation of (A) the sum of accounts receivable and inventory less (B) accounts payable (such calculation, "Net Working Capital") as reflected on the Closing Balance Sheet (the "Closing Net Working Capital Amount") (together with reasonable back-up information providing the basis for such balance sheet and calculation). Except as set forth in Section 2.5(a) to the Seller Disclosure Schedule, the Closing Balance Sheet and the calculation of Net Working Capital shall be prepared in accordance with generally accepted accounting principles and practices of the United States in effect from time to time ("GAAP"), and on a basis consistent with the preparation of the Financial Statements and with the calculations used to determine the Target Net Working Capital, including appropriate closing adjustments as if the Closing were at a fiscal year end. In order for the Seller to prepare the Closing Balance Sheet, the Buyer will provide to the Seller and the Seller's employees, Seller's Accountant and other advisors prompt and full on-site access as shall be reasonable under the circumstances to the personnel and books, records, work papers and all other supporting accounting documents of the PFI Business (and shall provide copies of such books, records, work papers and other supporting accounting documents as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount. The Seller shall also give the Buyer and its representatives, including Ernst & Young ("Buyer's Accountant"), access to all work papers and all other supporting accounting documents of the PFI Business related to the preparation of the Closing Balance Sheet. In addition, the Buyer and its representatives, including Buyer's Accountant, shall be entitled to ask questions, receive answers and request such other data and information from the Seller and Seller's Accountant as shall be reasonable under the circumstances. The Seller shall also cause Seller's Accou...
Closing Balance Sheet. As promptly as practicable, but in any event within 75 days following the Closing, the Purchaser shall deliver to the Seller a balance sheet (the “Closing Balance Sheet”) with respect to the Business as of 11:59 p.m. on the day immediately preceding the Closing Date, together with a certificate of the Purchaser certifying that the Closing Balance Sheet (i) has been prepared in accordance with U.S. GAAP and on a basis substantially consistent with the preparation of the balance sheet of the Business dated as of October 31, 2002 (a copy of which is attached hereto as Exhibit 2.06(a)) (the “Interim Balance Sheet”; the date as of which the Interim Balance Sheet is prepared being referred to herein as the “Interim Balance Sheet Date”) and the other Financial Statements; provided, however, that the Closing Balance Sheet will (w) reflect an accrual of the full cost of the Business’s reduction in force described in Section 6.07 of the Disclosure Schedule; (x) not reflect any write up of the value of the Business’s NYSE seats to market; (y) reflect the accrual of the Seller’s Savings Plans contributions relating to the Employees (wherever located) for the period beginning on January 1, 2003 and ending on the Closing Date and (z) continue full fixed assets depreciation for discontinued operations through the Closing Date, and (ii) reflects, among other things, an accrual for incentive performance bonuses payable to employees of the Pershing Companies with respect to the period commencing on January 1, 2003, and ending on the Closing Date that is consistent with the past practice of the Business and, in any event (x) with respect to those employees with the title of vice president or more senior, at least equal to that calculated for such employees for such period in accordance with the calculation set forth in Exhibit 2.06(b), and (y) with respect to such employees with the title of assistant vice president or more junior, at a rate equal to at least $1.5 million per month (or portion thereof) during such period.
Closing Balance Sheet. 2.2(c) Closing Date.................................................................1.3
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 Shareholders’ Equity. Parent shall have an opportunity to review and comment on the Closing Balance Sheet prior to the Closing Date.
Closing Balance Sheet. Seller shall deliver to Purchaser the Closing Balance Sheet.
Closing Balance Sheet. Section 2.3.2 Closing Date......................................................Article III Code.............................................................
Closing Balance Sheet. Section 2.2.2 Closing Date.................................................... Article III (ix) Code........................................................ Introduction Company..................................................... Introduction Company Material Adverse Effect............................. Section 4.3.3 Company Representatives..................................... Section 8.1.1