Closing Balance Sheet Adjustment. 1.9.1 Within 45 days following the Closing Date, VSI and Seller, with the reasonable assistance and cooperation of Buyer (including use of employees of Buyer who were employees of Seller immediately prior to Closing at no cost to Seller), shall prepare and deliver to Buyer the Closing Balance Sheet and the Closing Schedules. The Closing Balance Sheet and the Closing Schedules shall be prepared from the books and records of VSI and Seller concerning their respective businesses in accordance with GAAP on a basis consistent with that used in the preparation of the balance sheet included in the Financial Statements dated June 30, 1998. Buyer, with the reasonable assistance and cooperation of VSI and Seller, shall have 30 days to review the Closing Balance Sheet and the Closing Schedules after receipt thereof from VSI and Seller. On or before the expiration of such 30-day period, Buyer shall deliver to VSI and Seller a written statement accepting or objecting to the Closing Balance Sheet and the Closing Schedules. In the event that Buyer shall object to the Closing Balance Sheet, the Closing Schedules or both, such statement shall include a detailed itemization of Buyer's objections and its reasons therefor. If no statement is delivered by Buyer to VSI and Seller within such 30-day period, Buyer shall be deemed to have accepted the Closing Balance Sheet and the Closing Schedules.
Closing Balance Sheet Adjustment. (a) Within sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in consultation with the Shareholder Representative and shall deliver to the Shareholder Representative a balance sheet of the Company as of the close of business on the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities and total shareholders' equity ("Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP applied in a manner and using policies consistent with those utilized in preparing the Financial Statements (so long as such policies are consistent with GAAP).
Closing Balance Sheet Adjustment. 2.2.1 As used in this Section 2.2, the following terms will have the meanings set forth below:
Closing Balance Sheet Adjustment. (a) Within thirty (30) days after the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer a balance sheet of Seller as of the close of business on the Closing Date, which balance sheet shall reflect, among other things, total Current Assets, total Current Liabilities and Net Plant and Equipment ("Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with that utilized in preparing the Financial Statements (as defined in Section 3.6).
Closing Balance Sheet Adjustment. (a) Within 60 days after the Closing Date, Seller will prepare or cause to be prepared and will deliver to Buyer a consolidated audited balance sheet of the Business as of the opening of business on the Closing Date (the "Closing Balance Sheet") and unaudited consolidated balance sheets of the Business as of the end of each of the three calendar months immediately preceding the Closing (the "Comparison Balance Sheets"), in each case based upon the assets transferred to, and the liabilities assumed by, Buyer pursuant to this Agreement and the Working
Closing Balance Sheet Adjustment. (a) Promptly after the Closing but in any event within ninety (90) days after the Closing, the Buyer shall prepare a report containing its determination of the balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”) and a calculation of the Closing Indebtedness Amount, Net Working Capital Adjustment Amount and amount of Seller Transaction Expenses, each as of 12:01 a.m. on the Closing Date (such calculations together with the Closing Balance Sheet, the “Preliminary Statement”). After delivery of the Preliminary Statement by Buyer, Sellers’ Representative and an accounting firm of his choosing will be afforded all access to such books, records and work papers related to the preparation of the Preliminary Statement as the Sellers’ Representative may reasonably request. The Sellers’ Representative will have the right to object to the Preliminary Statement. If the Sellers’ Representative has any objections to the Preliminary Statement, the Sellers’ Representative will deliver to the Buyer a written statement setting forth in reasonable detail the objections (an “Objections Statement”) within thirty (30) days after delivery of the Preliminary Statement. If the Sellers’ Representative does not deliver an Objections Statement during that period, he will be deemed to have accepted the Preliminary Statement.
Closing Balance Sheet Adjustment. (a) Within thirty (30) days after the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer a preliminary balance sheet of Seller as of the close of business on the Closing Date, which balance sheet shall reflect, among other things, total Current Assets (other than intercompany receivables and an amount of cash sufficient to satisfy Section 1.3(c) below), total Current Liabilities and Net Plant and Equipment (“Preliminary Closing Date Balance Sheet”). Current Liabilities shall only include Assumed Liabilities (as defined in section 1.4 below). The Preliminary Closing Date Balance Sheet shall be prepared in accordance with Canadian GAAP applied in a manner consistent with that utilized in preparing the Financial Statements (as defined in Section 3.6).
Closing Balance Sheet Adjustment. If the Company believes that adjustments are appropriate to the Balance Sheet delivered by the Company on the Closing Date pursuant to Section 7.3(i) (the "Preliminary Balance Sheet") in accordance with GAAP to make the Preliminary Balance Sheet accurate, then within thirty (30) days after the Closing Date the Company shall deliver a final Closing Date Balance Sheet (the "Final Balance Sheet") which shall include any adjustments which the Company deems appropriate in accordance with GAAP. In the event that the Company does not deliver a Final Balance Sheet within 30 days after the Closing Date, the Preliminary Balance Sheet shall be deemed to be the Final Balance Sheet. The determinations in accordance with paragraph 3.5, 5.1(f) and this 7.3(i) shall be based upon the Final Balance Sheet. In the event that in accordance with the Final Balance Sheet (i) current assets are greater than total liabilities less accrued rent (as determined in accordance with GAAP), then the amount of the excess shall be added to the next Guaranteed Payment and (ii) in the event that current assets are less than total liabilities less accrued rent (as determined in accordance with GAAP), then the next Guaranteed Payment shall be reduced by the amount of such deficiency. Subject to paragraph 6.1(c) hereof, the amount of any increase or decrease in any Guaranteed Payment shall be allocated 1/3 to Parent Common Stock and 2/3 to cash. Notwithstanding any of the provisions of this paragraph 7.3, nothing herein shall prohibit Parent and/or Sub from challenging the calculation of the Final Balance Sheet and in the event of any dispute, the parties shall have their rights and remedies pursuant to Article VIII hereof. If the Final Balance Sheet is determined to be inaccurate, the next Guaranteed Payment shall be adjusted as provided in this paragraph 7.3.
Closing Balance Sheet Adjustment. 1.10.1. Following the Closing Date, Lightbridge and the Surviving Corporation will prepare a balance sheet of Coral as of immediately prior to the time of the Closing (the "Preliminary Closing Balance Sheet"). The Preliminary Closing Balance Sheet will be prepared in accordance with generally accepted accounting principles applied on a basis, and using methodologies, consistent with the Financial Statements (as defined in Section 2.6), except that the Preliminary Closing Balance Sheet may omit footnotes and related disclosures normally contained in audited balance sheets prepared in accordance with generally accepted accounting principles. Lightbridge will then cause Deloitte & Xxxxxx XXX, Xxxxxxxxxxx'x independent accountants ("Lightbridge's Accountants"), to audit the Preliminary Closing Balance Sheet and to issue their report thereon, and Lightbridge will reflect in the Preliminary Closing Balance Sheet such adjustments, if any, as are proposed by Lightbridge's Accountants based upon their audit.
Closing Balance Sheet Adjustment. (a) Purchaser shall cause a balance sheet of the Company as of the close of business on the Closing Date to be prepared in accordance with the books and records of the Company and in compliance with GAAP consistently applied. Such balance sheet shall be adjusted to: (i) exclude all Liabilities resulting from any accrual on any prior balance sheet of the Company relating to the residual value of equipment of the Company after the termination of the current equipment lease (the "Residual Value Accrual Liabilities"), (ii) exclude the Chicago Leases, (iii) exclude the Intercompany Transactions, (v) exclude all cash and the restricted cash relating to the Chicago Leases, and (vi) include, to the extent not already included thereon, all other adjustments agreed to by the parties or contemplated by the terms of this Agreement (such balance sheet as so adjusted, the "Closing Balance Sheet"). The Closing Balance Sheet shall be delivered by Purchaser to Stockholder within 75 days after the Closing Date for review by Stockholder. All costs and expenses of Purchaser incurred in connection with the Closing Balance Sheet shall be paid by Purchaser and all costs and expenses of Stockholder incurred in connection with the Closing Balance Sheet shall be paid by Stockholder. After Purchaser delivers the Closing Balance Sheet, Purchaser shall cause the Company to, and the Company shall provide any information reasonably requested by Stockholder in order to review the Closing Balance Sheet for the purposes of approving or objecting thereto.
