Closing Balance Sheet Review Sample Clauses

Closing Balance Sheet Review. Not later than forty-five (45) days after the Closing Date, the Shareholders will deliver to Chart the Preliminary Closing Balance Sheet and the Shareholders' calculation of the Preliminary Post-Closing Merger Consideration Adjustment. All work papers, documents and records used or generated by the Shareholders and their accountants and other representatives in connection with the preparation of its Preliminary Closing Balance Sheet and the calculation of the Preliminary Post-Closing Merger Consideration Adjustment will be made available to Chart. Unless Chart gives the Shareholders a written objection by the thirtieth (30th) day after Chart's receipt of the Preliminary Closing Balance Sheet and the Preliminary Post-Closing Merger Consideration Adjustment, the Preliminary Closing Balance Sheet and the Preliminary Post-Closing Merger Consideration Adjustment will become final and binding on the parties and shall be deemed to be the "Final Closing Balance Sheet" and the "Final Post-Closing Merger Consideration Adjustment," respectively.
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Closing Balance Sheet Review. Upon Seller's delivery of the ---------------------------- Closing Balance Sheet to Purchaser, Purchaser shall review the Closing Balance Sheet (and Seller's calculation of Net Assets and proposed Purchase Price adjustment) and, within thirty (30) days after the receipt thereof from the Seller, Purchaser shall deliver to Seller in writing any objections or disputes which it may have with respect thereto.
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Closing Balance Sheet Review. Buyer shall review the Preliminary Closing Balance Sheet and the Preliminary Post-Closing Adjustment and, if Buyer reasonably believes that either was not prepared in accordance with Section 2.6.1, Buyer shall so notify Sellers’ Representative no later than the sixtieth (60th) day after Buyer’s receipt thereof, setting forth in such notice Buyer’s objection or objections to the Preliminary Closing Balance Sheet or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which Buyer claims are required to be made thereto in order to conform the same to the terms of Section 2.6.1. Any notice of objection delivered pursuant to this Section 2.6.2 shall specify in reasonable detail the nature of any disagreement so asserted.
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Closing Balance Sheet Review. The Buyer shall review the Preliminary Closing Balance Sheet and the Preliminary Post-Closing Adjustment and, if the Buyer reasonably believes that either was not prepared in accordance with the requirements of clause (a) of this Section 2.4, the Buyer shall so notify the Sellers no later than the 45th day after Buyer's receipt thereof, setting forth in such notice the Buyer's objection or objections to the Preliminary Closing Balance Sheet or the Preliminary Post-Closing Adjustment with particularity and the specific changes or adjustments which the Buyer's claims are required to be made thereto in order to conform the same to the requirements of clause (a) of this Section 2.4. Buyer shall cause the books and records of the Company to be made available during normal business hours to Sellers accountants, attorneys and other representatives to facilitate preparation of the financial statements required by this Section 2.4 upon reasonable prior request, and shall cause the necessary personnel of the Company to provide reasonable assistance to such representatives in their preparation of the Preliminary Closing Balance Sheet. Any notice of objection delivered pursuant to this clause (b) shall specify in reasonable detail the nature of any disagreement so asserted, which disagreement shall not relate to the accounting methods, policies, practices or procedures underlying the Preliminary Closing Balance Sheet so long as such accounting methods, policies, practices and procedures are consistent with clause (a).
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Closing Balance Sheet Review. Within 30 days following Buyer’s delivery of the Closing Balance Sheet to Seller, Seller will deliver to Buyer a written notice stating either (i) Seller’s acceptance, without objection, of the Closing Balance Sheet and the Closing Calculation (an “Acceptance Notice”) or (ii) Seller’s objections to the Closing Balance Sheet and the Closing Calculation (an “Objection Notice”). The Objection Notice will contain a statement of the basis of Seller’s objections. If Seller delivers to Buyer an Acceptance Notice, or does not deliver to Buyer an Objection Notice within such 30-day period, then the Closing Balance Sheet will be conclusive and binding upon Seller and Buyer, and the Closing Calculation will constitute the Final Net Working Capital. 
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Closing Balance Sheet Review. Sellers' Representative shall review the Preliminary Closing Balance Sheet and the Preliminary Post-Closing Adjustment and, if Sellers' Representative reasonably believes that either was not prepared in accordance with the requirements of Sections 2.3.1
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Closing Balance Sheet Review. Not later than forty-five (45) days after the Closing Date, each Seller will deliver to Buyer the Preliminary Closing Balance Sheet and such Seller's calculation of the Preliminary Post-
Sample 1
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Related to Closing Balance Sheet Review

  • 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.

  • 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).

  • Operations Since Balance Sheet Date (a) Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, there has been:

  • 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.

  • 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.

  • Balance Sheet Date December 31, 1997.

  • 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.

  • 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.

  • 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.

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