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Closing Balance Sheet Sample Clauses

Closing Balance Sheet. (a) As soon as practicable following the Closing Date, Purchaser shall cause to be prepared the balance sheet of the Subject Company as of the Closing Date (the "Closing Balance Sheet"). Within fifteen (15) days following the Closing Date, Purchaser shall deliver the Closing Balance Sheet to Seller, accompanied by (i) a certificate of an executive officer of Purchaser to the effect that (except with respect to adjustments required by this Agreement) the Closing Balance Sheet has been prepared and presented consistent with GAAP, applied on a consistent basis with the preparation of the Financial Statements (as defined in Section 2.6), and fairly presents the financial position of the Subject Company as of the Closing Date and (ii) a statement documenting the calculation of the Working Capital ("Working Capital Calculation Statement"). The Closing Balance Sheet and Working Capital Calculation Statement shall be audited by Xxxxxx Xxxxxxxx LLP, independent public accountants of Purchaser ("Purchaser's Auditor"), and reviewed by KPMG Peat Marwick LLP, independent public accountants of Seller ("Seller's Auditor"), who will be afforded full access to all books and records of the Subject Company and work papers used by Purchaser's Auditor in its audit. Purchaser's Auditor will issue a report to Purchaser and Seller within forty-five (45) days of the Closing Date concerning their audit and stating that the Closing Balance Sheet has been prepared in accordance with GAAP, it being understood that the report of Purchaser's Auditor must be unqualified. (b) Within fifteen (15) days following the date on which the report of Purchaser's Auditor is delivered pursuant to Section 1.5(a), Seller shall give notice to Purchaser as to whether or not Seller's Auditor concurs with Purchaser's Auditor's report (such notice to contain Seller's Auditor's comments and exceptions to the Closing Balance Sheet, if any). If Seller gives notice that Seller's Auditor does not concur with Purchaser's Auditor's report and the parties are unable to mutually resolve Seller's Auditor's exceptions within ten (10) days following the date of such notice, then within twenty (20) days following the date of such notice Purchaser and Purchaser's Auditor and Seller and Seller's Auditor shall jointly select and retain an independent firm of certified public accountants of national standing and reputation (the "Independent Firm") for the purpose of resolving all remaining unresolved issues with respect to...
Closing Balance SheetPrior 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 SheetThe balance sheet of Company prepared as of the Effective Time shall be prepared as follows: (i) Within 45 days after the Closing Date, Buyer shall deliver to Company a balance sheet of Company as of the Effective Time, prepared in accordance with generally accepted accounting principles from the books and records of Company, on a basis consistent with the generally accepted accounting principles theretofore followed by Company in the preparation of the Recent Balance Sheet and in accordance with this Section 3.3 and fairly presenting the financial position of Company as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the net current assets of Company and Assumed Liabilities and by a report (1) setting forth the amount of Net Current Asset Value Difference reflected in the balance sheet, (2) stating that (a) the examination of the balance sheet has been made in accordance with generally accepted auditing standards and (b) the balance sheet has been prepared in accordance with generally accepted accounting principles, on a basis consistent with the accounting principles theretofore followed by Company, except as otherwise provided in this Section 3.3, and (3) setting forth the amount of any adjustment to the Fixed Purchase Price to be paid and by whom pursuant to Section 3.2(c). (ii) Within 20 days following the delivery of the balance sheet referred to in (i) above, Company or its independent accountants ("Company's Accountants") may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or Company pursuant to Section 3.2(c). Any such objection shall be made in writing and shall state Company's determination of the amount of the Net Current Asset Value Difference. (iii) In the event of a dispute or disagreement relating to the balance sheet or schedules which Buyer and Company are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing (the "Third Accounting Firm") to be mutually selected by Company and Buyer or, if no agreement is reached, by Company's Accountants and Buyer's Accountants. The Third Accounting Firm shall make a resolution of the balance sheet of Company as of the Effective Time and the calculation of Net Current Asset Value Difference, which shall be final and binding for purposes of this Article 3. The Thir...
Closing Balance Sheet. (i) As promptly as practicable, but in any event within forty-five (45) days following the Closing Date, the Purchasers shall prepare, or shall cause Newco to prepare, and deliver to the Seller: (A) an unaudited consolidated balance sheet of the Companies, as of the Effective Time (the “Closing Balance Sheet”), and giving effect to the transactions contemplated by this Agreement to occur in connection with the Closing, including the actions described in Section 2.04, consistent with the Year End Audited Balance Sheet and prepared in accordance with Section 2.08(a)(ii); and (B) a statement (the “Closing Net Working Capital Statement”) of the Net Working Capital of the Companies as of the Effective Time (the “Closing Net Working Capital”), prepared in accordance with Section 2.08(a)(ii). (ii) The Closing Balance Sheet and the Closing Net Working Capital Statement shall be prepared on a basis consistent with and utilizing the same principles, practices and policies of the Companies as those used in preparing the Year End Audited Balance Sheet. In addition, the Closing Net Working Capital Statement shall be prepared substantially in the form of the illustrative Net Working Capital calculation set forth in Exhibit 2.07(b). (iii) The Purchasers and the Seller hereby acknowledge that, notwithstanding the provisions of Sections 2.04(a) and (b): (A) all Cash of the Companies that existed prior to the Effective Time and that remains with the Companies immediately after the Effective Time shall be reflected on the Closing Net Working Capital Statement and the Closing Balance Sheet; and (B) to the extent that any Indebtedness of any of the Companies that existed prior to the Effective Time remains outstanding immediately after the Effective Time, such Indebtedness shall be reflected on the Closing Net Working Capital Statement and the Closing Balance Sheet, whether or not classified as current or long term pursuant to GAAP.
Closing Balance Sheet. Section 2.2.2 Closing Date................................................................... Article III Code........................................................................... Introduction (viii) Company...................................................................... Introduction
Closing Balance Sheet. Promptly following the Closing, the Buyer will cause the Company to prepare and cause the Company's independent accountants to audit in accordance with Israeli GAAP at its expense a balance sheet of the Company as of the Closing Date, with all values stated in U. S. Dollars, which shall include a computation of net working capital (current assets less current liabilities) as of the Closing Date (the "CLOSING BALANCE SHEET"). If the Closing Balance Sheet indicates zero or a positive value for net working capital or if the Closing occurs on or after January 1, 2002, no adjustment to the consideration payable to Sellers will be made. Provided that the Closing occurs on or before December 31, 2001, if the Closing Balance Sheet indicates a negative value for net working capital, then the number of shares of Additional Buyer Stock to be issued to Sellers shall be reduced, by such number of shares of Buyer Stock as are equal in value to the deficiency, based upon a deemed value of $.70 per share (the "ADDITIONAL BUYER STOCK ADJUSTMENT"). Buyer shall notify Sellers in writing of the amount of the Additional Buyer Stock Adjustment following delivery of the Closing Balance Sheet, and if Sellers do not within twenty days give Buyer written notice objecting to the calculation of the Additional Buyer Stock Adjustment, then the parties will attempt to reach agreement within thirty days. If the parties are unsuccessful in reaching an agreement, they will submit such issues to an internationally recognized independent public accounting firm (the "ACCOUNTANTS") selected by mutual agreement. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and available to that party, and will be afforded an opportunity to present to the Accountants any material relating to the determination; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer on the one hand, and Sellers on the other hand, will each bear 50% of the fees of the Accountants for such determination.
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. On or before 15 business days after the Closing Date, the Selling Shareholders shall prepare and deliver to Buyer a projected balance sheet of the Company as of the Closing Date (the "Trial Closing Balance Sheet"), which balance sheet shall be based on the pro forma balance sheet of the Company as of June 30, 1998 (the "June 30 Balance Sheet") previously delivered to Buyer by the Company and attached hereto as Exhibit A, prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a basis consistent with those applied in the preparation of the Audited Balance Sheets (as defined in Section 5.6 hereof, except for the elimination of the assets and liabilities being transferred pursuant to Section 4.14 and the absence of footnotes, and shall be presented in a form consistent with the requirements of this Agreement. The Trial Closing Balance Sheet shall be prepared at the Company's cost and expense. Following the Closing, the Selling Shareholders shall cause the Trial Closing Balance Sheet to be audited by BDO Xxxxxxx LLP ("BDO") at the Selling Shareholder's cost and expense, up to a maximum of $17,500. If the cost of such preparation exceeds $17,500 such excess shall be paid by the Buyer. Representatives of Buyer and the Selling Shareholders shall be entitled to participate in and observe the audit of the Trial Closing Balance Sheet, at Buyer's expense, to whatever extent Buyer or the Selling Shareholders may elect. The Company shall cause BDO to make available their working papers to Buyer and the Selling Shareholders upon request. The audited Trial Closing Balance Sheet (the "Audited Closing Balance Sheet") shall be delivered to Buyer and the Selling Shareholders no later than November 30, 1998.
Closing Balance Sheet. 1.4(a) Closing Date ............................................................... 1.5