Closing Balance Sheet Audit Sample Clauses

Closing Balance Sheet Audit. As promptly as practicable following the Closing (and in any event within ninety (90) days following the Closing), the Seller shall prepare, at its sole expense, the Closing Balance Sheet and cooperate with Deloitte & Touche LLP (the “Accounting Firm”) so that the Accounting Firm can perform an audit of the Closing Balance Sheet, with the value of the inventory being determined only taking into account inventory that complies with Section 5.23 and the value of accounts receivable being determined only taking into account accounts receivable that comply with Section 5.22. The Accounting Firm shall perform an audit of the Closing Balance Sheet pursuant to an engagement letter that the Accounting Firm will enter into with the Seller, and the fees and expenses of the Accounting Firm shall be paid by the Seller. In performing the audit of the Closing Balance Sheet, the Accounting Firm shall perform such procedures that enable it to express that the Closing Balance Sheet was established in conformity with GAAP and that the Closing Balance Sheet presents fairly, in all material respects, the financial position of the Company and DSTC as of Closing Date. The Closing Balance Sheet shall (a) be prepared in accordance with GAAP and the procedures set forth on Schedule 3.3, (b) shall include only Liabilities actually assumed by the Company or DSTC as of the Closing and assets actually owned by or transferred to the Company or DSTC as of the Closing, and (c) shall not include any allocations between the Company or DSTC, on the one hand, and the Seller or any of its Affiliates (other than the Company or DSTC), on the other hand. Promptly following completion of the audit of the Closing Balance Sheet, the Seller will deliver to the Purchaser a copy of the audit report, including the Closing Balance Sheet and the audit opinion.
Sample 1
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Closing Balance Sheet Audit. At any time following the First Closing Date, but no later than the completion of the first independent audit, following the First Closing Date, of the consolidated financial statements of MedQuist in which the Surviving Corporation's financial statements are included, TL shall have the right to cause the Auditor to complete an audit of the Company Closing Balance Sheet.
Sample 1
Closing Balance Sheet Audit. Purchaser shall cause KPMG LLP to audit the Preliminary Closing Balance Sheet and the balance sheet resulting from such audit shall be referred to as the "Audited Closing Balance Sheet." Not later than 75 days after the Closing Date, Purchaser shall deliver to the Sellers the Audited Closing Balance Sheet. The retained earnings account per the Audited Closing Balance Sheet shall be referred to as the "Audited Retained Earnings". The Purchaser shall calculate the "Preliminary Post-Closing Purchase Price Adjustment" by subtracting the Audited Retained Earnings from the Target Retained Earnings, if such difference is positive. If such difference is zero or negative, then there shall be no Preliminary Post-Closing Purchase Price Adjustment or other adjustment to the Purchase Price pursuant to this Section 2(d)(ii). All work papers, documents and records used or generated by the Purchaser and its accountants and other representatives in connection with the preparation of its Preliminary Closing Balance Sheet, the Audited Closing Balance Sheet and the calculation of the Preliminary Post-Closing Purchase Price Adjustment will be made available to the Sellers. Unless the Sellers give the Purchaser a written objection to the Audited Closing Balance Sheet or the Preliminary Post-Closing Purchase Price Adjustment within 30 days after the Sellers' receipt thereof, the Audited Closing Balance Sheet and the Preliminary Post-Closing Purchase Price Adjustment will become final and binding upon the parties and shall be deemed to be the "Final Closing Balance Sheet" and the "Final Post-Closing Purchase Price Adjustment," respectively. The Parties agree that the Company Audit Assessment (as such term is defined in Section 7(b)), if any, shall not be taken into account for purposes of determining the Final Post-Closing Purchase Price Adjustment and shall be addressed solely pursuant to the provisions of Section 7, except if the IRS issues a final report with respect to the Company's audit described under Section 7(b)(i)(B) prior to the Closing Date, in which case the Company Audit Assessment, if any, shall be taken into account for purposes of determining the Final Post-
Sample 1

Related to Closing Balance Sheet Audit

  • Closing Balance Sheet (a) Within thirty (30) days following the Closing, the Sellers and Company shall cause to be prepared and delivered to Buyer an unaudited balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”). The Company and Sellers shall cause the Closing Balance Sheet to be prepared in accordance with GAAP consistent with and using the same accounting principles, policies and methods as in the audited financial statements described in Section 3.17 with contract estimates at completion (“EACs”) and estimates to complete (“ETCs”) determined on a basis consistent with the method used for determination of the Company’s audited financial statements. Sellers shall bear the cost of preparing the Closing Balance Sheet. If the Tangible Net Worth of the Company as of the Closing Date as reflected on the Closing Balance Sheet, taking into account payment of the Company Pre-Closing Liabilities, is less than $80,000, then the Escrow Deposit shall be reduced on a dollar for dollar basis to the extent of any such deficiency. The amount by which the Tangible Net Worth of the Company as of the Closing Date is less than $80,000 taking into account payment of the Company Pre-Closing Liabilities, is hereafter referred to as the “Balance Sheet Adjustment.” The amount of any Balance Sheet Adjustment shall be deducted from the Escrow Deposit and paid to Buyer within two (2) days following determination of the “Final Closing Balance Sheet” (as defined in Section 2.3(b)), prior to release of the Escrow Deposit to the Sellers. The remainder of the Escrow Deposit shall thereafter promptly be paid by Escrow Agent to the Sellers in accordance with the terms of the Escrow Agreement. To the extent that Buyer decides not to pay off the DCAA liability as described in Section 2.2(a)(iii), then such amount shall be deemed paid off for purposes of determining the Closing Balance Sheet hereunder.

  • 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.

  • 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).

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Off-Balance Sheet Liabilities The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Off-Balance Sheet Arrangements 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 that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • Balance Sheet Date December 31, 1997.

  • Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except to the extent provided in the notes to said financial statements.

  • Financial Statements; Undisclosed Liabilities The financial statements of Pacesetter Home Care Group, Inc., HCI's predecessor, for the year ended December 31, 1996 and the consolidated financial statements of HCI for the period ended June 30, 1997, each of which have previously been provided to ALC, have been prepared in accordance with generally accepted accounting principles ("GAAP") (except that the unaudited statements exclude ---- footnotes) applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented, in accordance with the applicable requirements of GAAP, the consolidated financial position of HCI (or its predecessor) as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended (subject, in the case of unaudited statements, to normal year-end audit adjustments). Except (i) as disclosed in Section 3.6 of the disclosure schedule of HCI delivered to ALC concurrently herewith (the "HCI Disclosure Schedule"), (ii) for those ----------------------- liabilities that are fully reflected or reserved against on the consolidated balance sheet of HCI included in its financial statements for the period ended June 30, 1997, and (iii) for liabilities incurred in the ordinary course of business consistent with past practice since June 30, 1997, neither HCI nor any of its Subsidiaries has incurred any liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due) that, either alone or when combined with all other liabilities incurred since June 30, 1997, has had, or would reasonably be expected to have, a Material Adverse Effect on HCI. On September 30, 1997, the outstanding indebtedness of HCI and its Subsidiaries did not exceed $5.7 million. The books and records of HCI and its Subsidiaries have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements and reflect only actual transactions.

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