Closing Balance Sheet Preparation Sample Clauses

Closing Balance Sheet Preparation. Buyer will prepare and deliver to Seller within 60 days after the Closing Date an unaudited balance sheet of the Business as of 12:01 a.m. on the Closing Date (the “Closing Balance Sheet”), an income statement for the Business for the period from June 1 to (but not including) the Closing Date (the “Closing Income Statement”) and a calculation of Net Book Value, EBITDA and Rimage Sub Cash determined from the Closing Balance Sheet and Closing Income Statement (the “Closing Calculation”). The Closing Balance Sheet, the Closing Income Statement, the Net Book Value, the Rimage Sub Cash and EBITDA will be computed in accordance with Exhibit A or Exhibit G, as applicable, and GAAP used to prepare the Latest Balance Sheet and Latest Income Statement. Buyer will make the work papers and back-up materials used in preparing the Closing Balance Sheet and Closing Income Statement, and the books, records, and financial staff of Buyer, available to Seller and its accountants and other Representatives at reasonable times and upon reasonable notice at any time during (i) the review by Seller of the Closing Balance Sheet, the Closing Income Statement and Closing Calculation, and (ii) the resolution by the Parties of any objections thereto. Seller will make available to Buyer such information about the Retained Business as is necessary to prepare the Closing Income Statement and Buyer’s calculation of EBITDA in accordance with Exhibit G and GAAP used to prepare the Latest Income Statement.
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Closing Balance Sheet Preparation. Promptly after the Closing, each Seller will prepare a balance sheet as of the Closing (as to each Seller, its "Preliminary Closing Balance Sheet") reflecting the Purchased Assets and the Assumed Balance Sheet Liabilities. The Preliminary Closing Balance Sheet will be prepared in accordance with generally accepted accounting principles and, to the extent permitted thereby, on a basis consistent with the past practices of Seller; PROVIDED, HOWEVER, that it shall reflect only the Purchased Assets and the Assumed Balance Sheet Liabilities and may omit footnote disclosure, and PROVIDED, FURTHER, that the preparation of the Preliminary Closing Balance Sheet may vary from generally accepted accounting principles by not taking into account the accruals and adjustments identified as "GAAP Adjustments" on Schedule 4.3.1
Sample 1
Closing Balance Sheet Preparation. Within sixty (60) days after the Closing Date, Sellers’ Representative, on behalf of all Sellers, shall cause to be prepared and shall deliver to Buyer, a consolidated balance sheet of the Companies (the “Preliminary Closing Balance Sheet”) and, based on the Closing Cash, the Closing Working Capital and Indebtedness as derived therefrom, Sellers’ written calculation of the Purchase Price, and the adjustment necessary to cause the Estimated Purchase Price to be equal to such Purchase Price (“Preliminary Post-Closing Adjustment”). The Preliminary Closing Balance Sheet shall be prepared as of 11:59 p.m. on the Closing Date consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of the Interim Financial Statements, as described in Section 4.5(a), as if the Closing Date was an interim month end, and in accordance with the “Closing Cash” and “Indebtedness” definitions in Article 11 of this Agreement and the accounting definitions set forth in Sections 2.3.2, 2.3.3 and 2.3.4, except that the Closing Balance Sheet shall only reflect those assets and liabilities of the Companies necessary to calculate the Closing Cash, the Closing Working Capital and the Indebtedness. In preparing the Preliminary Closing Balance Sheet: (a) any and all effects on the assets or liabilities of the Companies of any financing or refinancing arrangements entered into by Buyer at any time at or after the Closing Date (other than the repayment at Closing of the Repaid Indebtedness) or any other transactions entered into by Buyer in connection with the consummation of the transactions contemplated hereby shall entirely be disregarded; and (b) other than the tax benefits associated with the payment of the Transactions Bonuses and the Option Spread payments as provided on Schedule 2.3.2, there shall not be taken into account any of the plans, transactions or changes which Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Companies or its business or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation of Buyer to pay the Purchase Price hereunder. Buyer shall cooperate fully with Sellers’ representatives (including Sellers’ Representative) in the preparation of the Preliminary Closing Balance Sheet and, without limiting the generality of the foregoing, shall cause the books and records of the Compan...
Sample 1
Closing Balance Sheet Preparation. Within seventy-five (75) days following Closing, the Seller, at Seller’s cost, shall cause the Accountants to prepare the Closing Balance Sheet reflecting the assets and liabilities of the Company as of Closing and submit the Closing Balance Sheet to Purchaser for its approval. The Closing Balance Sheet shall be prepared in accordance with US GAAP, consistently applied. Purchaser shall have a period of twenty (20) Business Days after delivery of the Closing Balance Sheet by Seller to approve the Closing Balance Sheet or to provide recommended adjustments in writing to the Seller. The Seller shall have a period of ten (10) Business Days following receipt of such requests to approve such requested adjustments or to provide written notice to Purchaser detailing the reason for its disagreement with such requested adjustments. In the event the Parties are unable to agree on the Closing Balance Sheet within five (5) Business Days following receipt of such notice, then the matter shall be submitted to the Independent Accountants for determination of the Closing
Sample 1
Closing Balance Sheet Preparation. Within forty-five (45) days after the Closing Date, Buyer shall cause to be prepared and shall deliver to Sellers' Representative a balance sheet of the Company (the "Preliminary Closing Balance Sheet") and, based on the Closing Working Capital as derived therefrom, Buyer's written calculation of any difference between the Closing Working Capital and Working Capital Target (the "Preliminary Post-Closing Adjustment"). The Preliminary Closing Balance Sheet shall be prepared as of the close of business of the Company on the Closing Date; provided, however, that the preparation of the Preliminary Closing Balance Sheet shall entirely disregard any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer at any time at or after the Closing Date or any other transactions entered into by Buyer in effecting the consummation of the transactions contemplated hereby, and the Preliminary Closing Balance Sheet shall be prepared in accordance with Schedule 2.3.1 hereto and on a basis consistent with, and using the same accounting methods, policies, practices and procedures as employed in the preparation of the Company's internal monthly financial statements, except that the Closing Balance Sheet need only reflect those assets and liabilities of the Company necessary to calculate the Closing Working Capital in accordance with the terms of Sections 2.3.1 and 2.
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Closing Balance Sheet Preparation. The Estimated Closing Balance Sheet and the Final Closing Balance Sheet shall be prepared on a basis consistent with the accounting principles and policies used to prepare the Combined Balance Sheet.
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Closing Balance Sheet Preparation. Within 90 days after the Closing Date, the Majority Holders shall cause to be prepared and shall deliver to Buyer a balance sheet of the Company (the "Preliminary Closing Balance Sheet") and, based on the Net Worth of the Company on the Closing Date (the "Closing Net Worth") as derived therefrom, Majority Holders' written calculation of any difference between the Closing Net Worth and Estimated Net Worth (the "Preliminary Post-Closing Adjustment"
Sample 1
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Closing Balance Sheet Preparation. Promptly after the Closing, the Shareholders will prepare a balance sheet of the Company as of the Closing ("Preliminary Closing Balance Sheet"). The Preliminary Closing Balance Sheet will be prepared in accordance with generally accepted accounting principles and, to the extent permitted thereby, on a basis consistent with the past practices of the Company; PROVIDED, HOWEVER, that the preparation of the Closing Balance Sheet may vary from generally accepted accounting principles by not taking into account the accruals and adjustments identified as "GAAP Adjustments" on Schedule 4.3.1(b) hereto. Seller caused the Company to conduct a physical inventory as of March 7, 1999 (the "Pre-Closing Inventory"), the results of which shall be accurately reflected in the Preliminary Closing Balance Sheet. Based on the Preliminary Closing Balance Sheet, Shareholders will prepare a written calculation of the Net Closing Indebtedness in accordance with the provisions of Section 2.3(a), a written calculation of the Closing Working Capital in accordance with the provisions of Section 2.3(b), and a written calculation of the Net Worth Differential in accordance with the provisions of Section 2.3(c), and based thereon, a calculation of the Post-Closing Merger Consideration Adjustment in accordance with the provisions of Section 2.4 (the "Preliminary Post-Closing Merger Consideration Adjustment").
Sample 1
Closing Balance Sheet Preparation. Buyer will prepare and deliver to Seller within 60 days after the Closing Date an unaudited consolidated balance sheet of the Business as of the Closing Date (immediately prior to giving effect to the Closing) (the “Closing Balance Sheet”) and a calculation of Net Working Capital determined from the Closing Balance Sheet (the “Closing Calculation”). The Closing Balance Sheet will be prepared in accordance with GAAP applied consistently with the accounting methodologies, practices, principles and procedures used by Seller in preparing the Financial Statements, and the Closing Calculation will be computed in accordance with the definition of Net Working Capital, based on the Closing Balance Sheet. Buyer will make the work papers and back-up materials used in preparing the Closing Balance Sheet and the Closing Calculation, and the books, records, and financial staff of Buyer, available to Seller and its accountants and other representatives at reasonable times (during the normal business hours of the Business) and upon reasonable notice at any time during (i) the review by Seller of the Closing Balance Sheet and Closing Calculation, and (ii) the resolution by Seller and Buyer of any objections thereto, provided that Seller agrees to such reasonable confidential restrictions upon such information as Buyer may reasonably impose. 
Sample 1

Related to Closing Balance Sheet Preparation

  • Closing Balance Sheet (i) As soon as practicable (and in no event later than 45 days after the Closing) the Company shall prepare and deliver to the Parent and the Shareholders' Representative a proposed actual closing consolidated balance sheet of the Company and its subsidiaries as of the opening of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the Audited Balance Sheets. Simultaneously with the preparation and delivery of the Closing Balance Sheet, the Company shall prepare and deliver to the Parent and the Shareholders' Representative a statement of "Closing Net Worth," defined herein as total assets, including cash, less total liabilities, excluding the outstanding balance of the Crestar Loan, each as set forth in the Closing Balance Sheet. (ii) If neither the Parent nor the Shareholders' Representative objects to the determination by the Company of the Closing Net Worth by written notice of objection (the "Notice of Objection") delivered to the other party within 20 days after the receipt of such statement, such Notice of Objection to describe in reasonable detail such party's proposed adjustments to the Closing Net Worth, the proposed Closing Net Worth shall be deemed final and binding. (iii) If either party delivers a Notice of Objection in respect of the Closing Net Worth, then any dispute shall be resolved in accordance with paragraph (b) of this Section 2.9. (iv) During the period that the Parent and the Shareholders' Representative are conducting their review of the determination of the Closing Net Worth, and subsequent to issuance of the Closing Balance Sheet, Parent and the Shareholders' Representative and their respective representatives shall have reasonable access during normal business hours to the workpapers, schedules, memoranda, and all of the documents, including accounting records and other information arising after the Closing Date, prepared or reviewed by the Company and its employees related to or arising in connection with the preparation of the Closing Balance Sheet and the determination of the Closing Net Worth. (v) The Company will make the work papers prepared in connection with its preparation of the Closing Balance Sheet available to each of the Parent and the Shareholders' Representative and their respective representatives at reasonable times and upon reasonable notice subsequent to the completion of their review of the Closing Balance Sheet and at any time during the resolution of any objections raised by any party with respect to the Closing Balance Sheet and the determination of the Closing Net Worth.

  • 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 a. Not later than sixty (60) days after the Closing, Seller shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date". b. Without charge by Purchaser, Purchaser shall cause its and the Company's employees to cooperate reasonably and on a timely basis and to assist Seller with the preparation of the Closing Date Balance Sheet, and shall make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, and Seller shall make available its work papers for confidential inspection and review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information that contains competitively sensitive information concerning Seller's or any of Seller's Affiliate's unrelated operations, contracts, customers, pricing, costs, or related matters.

  • 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.

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Financial Statements; Servicing Facility In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a Consolidated Statement of Operations of the Company for the most recently completed two fiscal years for which such a statement is available, as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of Operations. The Company also shall make available any comparable interim statements to the extent any such statements have been prepared by or on behalf of the Company (and are available upon request to members or stockholders of the Company or to the public at large). The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting recent developments affecting the Company or the financial statements of the Company, and to permit any prospective Purchaser to inspect the Company's servicing facilities for the purpose of satisfying such prospective Purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.

  • Balance Sheet ASSETS CURRENT ASSETS Cash $ Accounts Receivable Merchandise Inventory Notes Receivable (Less than 1 year) TOTAL CURRENT ASSETS $ NONCURRENT ASSETS Equipment/Property $ Less Depreciation Reserve Net Equipment/Property Cost Prepaid Expenses Other: Other: TOTAL NONCURRENT ASSETS $ TOTAL ASSETS $ LIABILITIES CURRENT LIABILITIES Accounts Payable $ S & W Payable Short-Term Notes Payable Interest Payable Short-Term Loan Payable Other: Other: TOTAL CURRENT LIABILITIES $ OTHER LIABILITIES Other: $ Other: TOTAL OTHER LIABILITIES $ TOTAL LIABILITIES $ CAPTIAL OWNER'S EQUITY Capital $ Less Personal Drawing $ Net Addition $ Stockholder's Equity $ Other: $ TOTAL CAPITAL $ TOTAL LIABILITIES AND CAPITAL $ DPR 86 3 CONCESSIONAIRE NAME CONCESSION NAME PARK UNIT NAME REPORTING PERIOD From: To:

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • No 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.

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