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. 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
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
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 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.
Sample 1
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. 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
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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. 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.
Sample 1

Related to Closing Balance Sheet Preparation

  • 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 the Closing Balance Sheet and the Working Capital Calculation Statement. In the event that Seller and Seller's Auditor, on the one hand, and Purchaser and Purchaser's Auditor, on the other hand, are unable to agree upon the firm to be selected as the Independent Firm within such twenty (20) day period, then such selection shall be made by an independent arbitrator agreed upon from a list of three arbitrators supplied, at Purchaser's request, within five days after the expiration of the twenty-day period, to Purchaser and Seller from the American Arbitration Association, and the retention of the Independent Firm shall be made by Seller and Purchaser within five (5) days after such list is supplied. (c) Within ten (10) days following such retention of the Independent Firm, Seller shall cause Seller's Auditor, and Purchaser shall cause Purchaser's Auditor, to present to the Independent Firm the issue or issues that must be resolved with respect to the Closing Balance Sheet and the calculation of the Purchase Price. (d) Seller and Purchaser shall use their best efforts to cause the Independent Firm to render its decision as soon as is reasonably practicable, including, without limitation, prompt compliance with all reasonable requests by the Independent Firm for information, papers, books, records and the like; provided that Seller and Purchaser agree that the purpose of retention of the Independent Firm shall not include the conduct of its own independent audit of the Closing Balance Sheet, but rather shall be limited to resolving the issues presented to it and matters related thereto. All decisions of the Independent Firm with respect to the Closing Balance Sheet and the Working Capital Calculation Statement shall be final and binding upon both Seller and Purchaser. (e) Purchaser and Seller shall bear all fees, costs, disbursements and other expenses of their own respective auditor associated with performance of their respective functions pursuant to this Section 1.5. For purposes of this Agreement, payment of all fees, costs, disbursements and other expenses of the Independent Firm which are incurred pursuant to this Section 1.5 shall be (i) split evenly between Seller and Purchaser if the amount of Working Capital arrived at by the Independent Firm is in the range that is greater than 25% of the Working Capital Differential (as defined below) plus the Working Capital determined by Purchaser's Auditor and less than the difference of the Working Capital determined by Seller's Auditor minus 25% of the Working Capital Differential, or (ii) by (A) Seller, if the amount of the Working Capital arrived at by the Independent Firm is less than or equal to 25% of the Working Capital Differential plus the Working Capital determined by Purchaser's Auditor, or (B) Purchaser, if the amount of the Working Capital arrived at by the Independent Firm is greater than or equal to the difference of the Working Capital determined by Seller's Auditor minus 25% of the Working Capital Differential. The "Working Capital Differential" shall mean the amount of the Working Capital determined by Seller's Auditor less the amount of the Working Capital determined by Purchaser's Auditor.

  • 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 (i) As soon as practicable after the Effective Date, but in no event later than forty-five (45) days after the Closing Date, Purchaser shall cause its independent certified public accountants ("Purchaser's Accountants") to prepare and deliver to Sellers a draft consolidated balance sheet (the "Draft Closing Date Balance Sheet") for the Acquired Companies as of the opening of business on the Effective Date. The Draft Closing Date Balance Sheet (i) shall be prepared in accordance with GAAP and AICPA review standards applied on a basis consistent with the preparation of the financial statements described in Section 5.4 hereof but without regard to the transactions contemplated by this Agreement, and (ii) shall set forth the total liabilities (excluding any tax liability of the Company resulting from Purchaser's election to treat the stock purchase as a purchase of assets under the provisions of Section 338 of the Internal Revenue Code) of the Acquired Companies as of the opening of business on the Effective Date (the "Closing Date Total Liabilities") and the stockholder's equity (defined as the difference between the Acquired Companies' assets minus their total liabilities) of the Acquired Companies as of the opening of business on the Effective Date (the "Closing Date Stockholder's Equity"). (ii) If Sellers holding a majority of the Shares (the "Requisite Sellers") have any objections to the Draft Closing Date Balance Sheet, they will deliver a statement describing in detail their objections to the Purchaser within thirty (30) days after receiving the Draft Closing Date Balance Sheet. If no such objections are delivered by the Requisite Sellers within such thirty (30) day period, the Draft Closing Date Balance Sheet shall be deemed accepted by the Sellers. The Purchaser and the Requisite Sellers will use reasonable efforts to resolve any such objections themselves. If the Purchaser and the Requisite Sellers do not obtain a final resolution within thirty (30) days after the Purchaser has received the statement of objections, however, the Purchaser and the Requisite Sellers will select an accounting firm mutually acceptable to them to resolve any remaining objections. If the Purchaser and the Requisite Sellers are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. The Purchaser will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2.3(a)(ii). The ``Closing Date Balance Sheet'' shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 2.3(a)(ii).

  • 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 of the Merger, Malvern shall provide First Bank with Xxxxxxx’s consolidated financial statements presenting the financial condition of Malvern and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Malvern’s consolidated results of operations for the period from January 1, 2022 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, that if the Effective Time of the Merger occurs on or before the 15th Business Day of the month, Xxxxxxx shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall be accompanied by a certificate of Xxxxxxx’s chief financial officer, dated as of the date of delivery, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Malvern in all material respects. Such financial statements shall have been prepared in all material respects in accordance with GAAP, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall also reflect as of their date (a) accruals for (i) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for Malvern for services rendered in connection with the transactions contemplated by this Agreement, (ii) any employee severance, retention or change-in-control payments or expenses consistent with the terms of this Agreement, (iii) any payment made or expense accrued for the purchase of a directors’ and officers’ liability insurance policy pursuant to this Agreement, (iv) other third-party costs, fees and expenses incurred or accrued by Malvern in connection with the transactions contemplated by this Agreement, and in each case, paid by Xxxxxxx or payable by Malvern prior to the Effective Time, (v) losses incurred or accrued by Xxxxxxx relating to the loans listed in Section 8.2(f)(1) of Malvern’s Disclosure Memorandum, (vi) costs, fees expenses, or any other amounts or payments, incurred or accrued by Malvern in connection with the matter set forth in Section 8.2(f)(2) of Malvern’s Disclosure Memorandum, (vii) changes in accumulated other comprehensive income from September 30, 2022 through the Closing Date, and (viii) changes to changes to GAAP or regulatory accounting requirements, including GAAP shareholders’ equity as a result of the initial adoption of the Current Expected Credit Losses (CECL) Methodology and (b) the shareholders’ equity referenced in Section 8.2(f).

  • 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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