Closing Balance Sheets. After the Closing, the parties shall agree to balance sheets for the Company on the date of the Closing (the "Closing Balance Sheet") pursuant to the following procedure:
(a) Within sixty (60) days after the Closing, Broadband shall prepare and submit to the Members the Closing Balance Sheets, which balance sheets shall be dated as of the date of the Closing and prepared in accordance with generally accepted accounting principles and using, to the extent consistent with generally accepted accounting principles, the same accounting methods, policies, principles practices and procedures, with consistent classification, judgments and estimation methodology as used in the preparation of the Financial Statements referred to in Section 3.01(d) (the "Policies").
(b) The Members may, for a period of thirty (30) days following receipt of the Closing Balance Sheets, review them. Broadband and Sub shall cooperate with the Members to permit the Members and their representatives to conduct such review, including but not limited to providing the Members with reasonable access to the Company's personnel, books, records, accounting records and the accounting work papers used in the preparation of the Closing Balance Sheets.
(c) Within thirty (30) days after the Members' receipt of the Closing Balance Sheets, the Members shall notify Broadband in writing of their acceptance of the Closing Balance Sheets or their disagreement with respect thereto. To the extent that the Members disagree with the Closing Balance Sheets, the Members shall notify the Broadband of such disagreement in writing within such thirty (30) day period specifying in reasonable detail all disputed items and the basis therefor. The Members may dispute only those items reflected on the Closing Balance Sheets on the basis that such amounts were not arrived at in accordance with generally accepted accounting principles and the Policies. Broadband, Sub and the Members shall use their best efforts to resolve such disagreement. In the event that the Broadband and the Members resolve such disagreement within fifteen (15) days after Broadband's receipt of such notice of disagreement by the Members, then the Closing Balance Sheets shall be modified accordingly. In the event that Broadband and the Members are unable to resolve such disagreement during such fifteen (15) day period, then Broadband and the Members shall jointly select a firm of certified public accountants of recognized national standing other than th...
Closing Balance Sheets. Within ninety (90) days of Closing, Seller shall deliver to Buyer an unaudited closing balance sheet (as of June 30, 2018) with respect to Mission US, prepared in accordance with GAAP, and an unaudited consolidated balance sheet (as of June 30, 2018) of Mission UK, prepared in accordance with UK GAAP.
Closing Balance Sheets. (i) On or prior to the Closing Date, the Stockholder and Buyer shall jointly prepare a pro forma balance sheet of the Company as of the Closing Date (the “Pro Forma Closing Balance Sheet”), determined on an accrual basis in accordance with generally accepted accounting principles in effect in the United States (“GAAP”) consistently applied and compiled in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants, (the “Standards”), which Pro Forma Closing Balance Sheet shall be utilized by the parties to assist in the calculation of the preliminary adjustments to the Purchase Price and the preparation of the Closing Balance Sheet as hereinafter provided.
(ii) Within 60 days after the Closing Date, Buyer, with the assistance of the Stockholder, shall prepare a balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”), in accordance with GAAP and compiled in accordance with the Standards. If the parties are unable to agree upon the Closing Balance Sheet, or any portion thereof, within 15 days after the parties have commenced resolution of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified public accounting firm (the “Independent Accountants”), whose determination shall be final and binding upon the parties, and whose fees shall be borne equally by the Stockholder and Buyer except, however, that if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholder shall be solely responsible for the fees of the Independent Accountants; if the Independent Accountants determine that the dispute should be resolved in favor of the objections raised in the Closing Balance Sheet by the Stockholder in its entirety, then Buyer shall be solely responsible for the fees of the Independent Accountants.
Closing Balance Sheets. (a) As soon as practicable following the Closing Date, Seller shall cause to be prepared the balance sheets of KAC and SLC as of the Closing Date (the "Closing Balance Sheets"). Within sixty (60) days following the Closing Date, Seller shall deliver the Closing Balance Sheets to the Purchaser, accompanied by (i) a certificate of an executive officer of Seller to the effect that (except with respect to adjustments required by this Agreement) the Closing Balance Sheets have been prepared and presented in accordance with GAAP, as applied on a consistent basis in accordance with past practices, and fairly present the financial position of KAC and SLC, respectively, as of the Closing Date; and (ii) a statement documenting the calculation of the aggregate of KAC and SLC's stockholder's equity as of the Closing Date, prepared and presented in accordance with GAAP, as applied on a consistent basis in accordance with past practices ("Stockholder's Equity" and "Stockholder's Equity Calculation Statement"). The Closing Balance Sheets and Stockholder's Equity Calculation Statement shall be audited by Deloitte & Touche, independent public accountants of Seller ("Seller's Auditor"), and reviewed by KPMG Peat Marwick, independent public accountants of Purchaser ("Purchaser's Auditor"), who will be afforded full access to all books and records of KAC and SLC and workpapers used or created by (i) Seller in preparing the Closing Date Balance sheets and Stockholder's Equity Calculation Statement and (ii) Seller's Auditor in its audit. Seller's Auditor will issue a report to Purchaser and Seller within ninety (90) days of the Closing Date concerning their audit and stating that the Closing Balance Sheets have been prepared in accordance with GAAP, it being understood that the report of Seller's Auditor must be unqualified.
(b) Within twenty (20) Business Days following the date on which the report of Seller's Auditor is delivered pursuant to Section 1.05(a), Purchaser and Seller will attempt to mutually agree on the Post-Closing Adjustment. If there is no agreement within twenty (20) Business Days of delivery of the report of Seller's Auditor, Purchaser shall give notice to Seller as to whether or not Purchaser's Auditor concurs with Seller's Auditor's report (such notice to contain Purchaser's Auditor's comments and exceptions to the Closing Balance Sheets and the Stockholder's Equity Calculation Statement). If Purchaser gives notice that Purchaser's Auditor does not concur ...
Closing Balance Sheets. Sellers shall provide to Purchaser a consolidated balance sheet for the Companies as of April 30, 2010 showing removal of the Excluded Assets, an estimated balance sheet of the Companies as of Closing Date and a balance sheet of Xxxxx Reserves,LP as of the Closing Date, which balance sheet shall show equity of at least $100,000,000.00.
Closing Balance Sheets. At the Closing, the Seller shall deliver an estimated balance sheet dated as of May 17, 2006, (a "Closing Balance Sheet"), and an adjusted balance sheet for the Seller dated as of May 18, 2006 (the "Adjusted Closing Balance Sheet"). The Adjusted Closing Balance Sheet for the Seller shall be created by deleting from the Closing Balance Sheet of Seller the Retained Assets and the Retained Liabilities. The Adjusted Closing Balance Sheet for the Seller shall show the Seller's "Adjusted Net Asset Value at Closing," which shall be the amount by which the Seller's total assets exceed the Seller's total liabilities, as reflected on the Adjusted Closing Balance Sheet.
Closing Balance Sheets. The Administrative Agent shall have received copies of (A) the balance sheets of each Loan Party accurate and complete as of the most recent month end prior to the date of Closing and (B) the unaudited quarterly consolidated financial statements of the Guarantor for the Fiscal Quarters ending March 31, 2009, June 30, 2009 and September 30, 2009.
Closing Balance Sheets. “Closing Balance Sheets” shall mean the Estimated Closing Balance Sheet, the Proposed Final Closing Balance Sheet and the Final Closing Balance Sheet.
Closing Balance Sheets. At Closing, the Company shall have delivered to the Purchaser balance sheets of the Company as of the date that is two (2) days prior to the Closing Date prepared by the Company in accordance with GAAP and reasonably acceptable to the Purchaser (the “Closing Balance Sheet”) and a bank statement or other evidence reasonably satisfactory to the Purchaser that, as of the Closing Date, the net cash balances in the Company’s bank accounts equal or exceed $50,000.
Closing Balance Sheets. Not less than five (5) days nor more than ten (10) days before the anticipated Closing Date, the Company shall prepare in good faith estimated balance sheets of the Company and the Regulated Subsidiaries as of the Closing Date in the forms attached hereto as Section 2.3(a) of the Disclosure Letter (each a “Closing Balance Sheet,” and together the “Closing Balance Sheets”). If the anticipated Closing Date changes for any reason such that the delivered Closing Balance Sheet was prepared more than ten (10) days before the Closing Date, the Company shall prepare and provide to Buyer new Closing Balance Sheets prior to the actual Closing Date. Except as set forth below or specified elsewhere in this Agreement, the estimated and final Closing Balance Sheet for the Company shall be prepared in accordance with GAAP with consideration of the accounting principles, policies, practices, judgments and methodologies, including with respect to determining estimates and allowances, used in connection with the preparation of the Audited Combined Entities Balance Sheet and the estimated and final Closing Balance Sheet for each of the Regulated Subsidiaries shall be prepared in accordance with Statutory Accounting Principles with consideration of the accounting principles, policies, practices, judgments and methodologies, including with respect to determining estimates and allowances, used in connection with the preparation of the statutory balance sheets included in the State Regulatory Filings. To the extent applicable:
(i) The Closing Balance Sheets shall take into account (A) the termination of the Terminating Contracts at Closing and all payments due in connection therewith pursuant to Section 7.7 of this Agreement and (B) the payments at Closing pursuant to Sections 3.2(b)(ii), 3.2(b)(iii), 3.2(b)(iv) and 3.2(b)(v).
(ii) No amount shall be reflected on the Closing Balance Sheets with respect to letters of credit, guarantees, goodwill or deferred tax assets for the benefit of the Company or its Subsidiaries.
(iii) Subject to clause (i) above, the Closing Balance Sheets shall include an accrual for the estimated pro rata bonuses earned as of the Closing Date.
(iv) The Closing Balance Sheets shall include an accrual for the settlement of all obligations under the Company’s defined benefit pension plan.
