Common use of Closing Balance Sheets Clause in Contracts

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 their respective auditors (the "Arbitrator") to review the Closing Balance Sheets and the work papers used in connection with the preparation of the Closing Balance Sheets and to determine those items in dispute using generally accepted accounting principles and the Policies, and not by independent review. The decision of the Arbitrator as to any modifications to those items in dispute, if any, that should be made to the Closing Balance Sheets shall be final and binding upon the parties and all of such modifications shall be made to the Closing Balance Sheets. Judgment upon the decision of the Arbitrator may be entered by Broadband or the Members in any court of competent jurisdiction. The fees and expenses of the Arbitrator shall be paid one-half by Broadband and one-half by the Members.

Closing Balance Sheets. After the Closing, the parties shall agree to balance sheets for the Company on the date Companies as of the Closing (the "Closing Balance SheetSheets") pursuant to the following procedure: (a) Within sixty (60) days after the Closing, Broadband the Buyer shall prepare and submit to the Members Sellers 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 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(d6(d) (the "Policies"). (b) The Members Sellers may, for a period of thirty (30) days following receipt of the Closing Balance Sheets, review them. Broadband and Sub The Buyer shall cooperate with the Members Sellers to permit the Members Sellers and their representatives to conduct such review, including but not limited to providing the Members Sellers with reasonable access to the Company's Companies' 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 MembersSellers' receipt of the Closing Balance Sheets, the Members Sellers shall notify Broadband Buyer in writing of their acceptance of the Closing Balance Sheets or their disagreement with respect thereto. To the extent that the Members Sellers disagree with the Closing Balance Sheets, the Members Sellers shall notify the Broadband Buyer of such disagreement in writing within such thirty (30) day period specifying in reasonable detail all disputed items and the basis therefor. The Members Sellers 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 The Buyer and the Members Sellers shall use their best efforts to resolve such disagreement. In the event that the Broadband Buyer and the Members Sellers resolve such disagreement within fifteen (15) days after Broadbandthe Buyer's receipt of such notice of disagreement by the MembersSellers, then the Closing Balance Sheets shall be modified accordingly. In the event that Broadband the Buyer and the Members Sellers are unable to resolve such disagreement during such fifteen (15) day period, then Broadband the Buyer and the Members Sellers shall jointly select a firm of certified public accountants of recognized national standing other than their respective auditors (the "Arbitrator") to review the Closing Balance Sheets and the work papers used in connection with the preparation of the Closing Balance Sheets and to determine those items in dispute using generally accepted accounting principles and the Policies, and not by independent review. The decision of the Arbitrator as to any modifications to those items in dispute, if any, that should be made to the Closing Balance Sheets shall be final and binding upon the parties and all of such modifications shall be made to the Closing Balance Sheets. Judgment upon the decision of the Arbitrator may be entered by Broadband the Buyer or the Members Sellers in any court of competent jurisdiction. The fees and expenses of the Arbitrator shall be paid one-half by Broadband the Buyer and one-half by the MembersSellers.

Closing Balance Sheets. After (a) Prior to the Closingexecution of this Agreement, the parties shall agree Companies have provided to Shurgard pro forma balance sheets of the Companies relating to the Business as of April 30, 2002, after giving effect to the Unrelated Assets Transfer, the payment in full of the Indebtedness and the Recapitalization (the “April 30, 2002 Pro Forma Balance Sheets”), which have been reviewed and approved by Shurgard and the Trusts. At least five (5) days prior to the Closing Date, the Owners will prepare and deliver to Shurgard pro forma balance sheets for the Company on the date Companies as of the Closing Date (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 “Preliminary Closing Balance Sheets, which balance sheets shall be dated ”) showing the amounts estimated for all assets and liabilities of the Business as of the date Closing Date after giving effect to the Unrelated Assets Transfer, the payment in full of the Indebtedness (other than the Permitted Indebtedness), the receipt of the Contribution Notes and the Recapitalization. The Preliminary Closing Balance Sheets shall apply the same methodology as, and shall, in form and substance, be prepared (i) in a manner consistent with the April 30, 2002 Pro Forma Balance Sheets (but showing estimated amounts as of the Closing Date and prepared allowing for the Permitted Indebtedness and the Contribution Notes) for each type of line item reflected on the April 30, 2002 Pro Forma Balance Sheets, (ii) in accordance with generally accepted accounting principles GAAP, consistently applied in accordance with past practices of the Companies, for each type of line item not set forth on the April 30, 2002 Pro Forma Balance Sheets (other than the Permitted Indebtedness and using, to the extent consistent Contribution Notes). The Trusts shall consult with generally accepted accounting principles, the same accounting methods, policies, principles practices and procedures, with consistent classification, judgments and estimation methodology as used in Shurgard during the preparation of the Financial Statements referred to in Section 3.01(d) (the "Policies")Preliminary Closing Balance Sheets. (b) The Members mayExcluding the Properties, for a period and taking into account the Unrelated Assets Transfer, the Recapitalization, the payment of thirty the Indebtedness (30other than the Permitted Indebtedness) days following and the receipt of the Contribution Notes, the Trusts shall cause the Companies to retain cash at Closing in such amounts that the aggregate remaining current assets shown on the Preliminary Closing Balance Sheets, review them. Broadband and Sub shall cooperate with including such cash, will equal the Members to permit aggregate remaining current liabilities shown on 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 Preliminary Closing Balance Sheets. (c) Within thirty As soon as practicable after the Effective Date, but in any event not more than sixty (3060) days following the Effective Date, the Trusts shall prepare and deliver to Shurgard balance sheets of the Companies relating to the Business as of the Closing Date after giving effect to the Members' Unrelated Assets Transfer, the payment in full of the Indebtedness (other than the Permitted Indebtedness), the receipt of the Contribution Notes and the Recapitalization (the “Final Closing Balance Sheets, the Members shall notify Broadband in writing of their acceptance of the ”). The Final Closing Balance Sheets or their disagreement with respect thereto. To shall apply the extent that the Members disagree same methodology as, and shall, in form and substance, be prepared (i) in a manner consistent with the Preliminary Closing Balance Sheets (but showing actual amounts, rather than estimated amounts) for each type of line item reflected on the Preliminary Closing Balance Sheets and (ii) in accordance with GAAP, consistently applied in accordance with past practices of the Companies, for each type of line item not set forth on the Preliminary Closing Balance Sheets, the Members . Shurgard and its advisors and accountants 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 have fifteen (15) days after Broadband's receipt to review the Final Closing Balance Sheets. The Final Closing Balance Sheets will become final and binding on the Parties on the expiration of the time period specified in the preceding sentence, unless Shurgard delivers a written notice (the “Post-Closing Notice”) to the Trusts prior to such notice of date that specifies in reasonable detail the amount by which, and the reasons why, it thinks particular line items in the Final Closing Balance Sheets either contain mathematical errors or were not prepared in accordance with this Section 2.11. The Post-Closing Notice may not specify any other basis for disagreement by with the MembersFinal Closing Balance Sheets, other than as set forth in the preceding sentence. (d) If Shurgard delivers a Post-Closing Notice in accordance with this Section 2.11, then the Parties shall, during the fifteen (15) day period beginning on the receipt by the Trusts of the Post-Closing Balance Sheets shall be modified accordinglyNotice, seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Post-Closing Notice. In the event that Broadband If Shurgard and the Members Trusts are unable to resolve such disagreement during all of the objections of Shurgard within such fifteen (15) day period, then Broadband Shurgard and the Members Trusts shall jointly select submit such unresolved objections to a regional accounting firm of certified public accountants of recognized national standing other than their respective auditors located in Minneapolis, Minnesota that has not previously provided services to either Party and is mutually acceptable to the Parties (the "Arbitrator") to review the Closing Balance Sheets “Third Party Accountants”). Shurgard and the work papers used in connection with Trusts shall use reasonable efforts to cause the preparation of Third Party Accountants to render a final, binding decision resolving the Closing Balance Sheets and to determine those items matters in dispute using generally accepted accounting principles and within thirty (30) days following the Policies, and not by independent review. The decision submission of the Arbitrator as to any modifications to those items in dispute, if any, that should be made such matters to the Closing Balance Sheets shall be final and binding upon the parties and all of such modifications shall be made to the Closing Balance Sheets. Judgment upon the decision of the Arbitrator may be entered by Broadband or the Members in any court of competent jurisdiction. The fees and expenses of the Arbitrator shall be paid one-half by Broadband and one-half by the Members.Third Party

Closing Balance Sheets. After (a) Prior to the Closingexecution of this Agreement, the parties shall agree Companies have provided to Shurgard pro forma balance sheets of the Companies relating to the Business as of April 30, 2002, after giving effect to the Unrelated Asset Transfer, the payment in full of the Indebtedness and the Recapitalization (the "April 30, 2002 Pro Forma Balance Sheets"), which have been reviewed and approved by Shurgard and the Trusts. At least five (5) days prior to the Closing Date, the Owners will prepare and deliver to Shurgard pro forma balance sheets for the Company on the date Companies as of the Closing Date (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 Preliminary Closing Balance Sheets, which balance sheets shall be dated ") showing the amounts estimated for all assets and liabilities of the Business as of the date Closing Date after giving effect to the Unrelated Asset Transfer, the payment in full of the Indebtedness and the Recapitalization. The Preliminary Closing Balance Sheets shall apply the same methodology as, and shall, in form and substance, be prepared (i) in a manner consistent with the April 30, 2002 Pro Forma Balance Sheets (but showing estimated amounts as of the Closing and prepared Date) for each type of line item reflected on the April 30, 2002 Pro Forma Balance Sheets, (ii) in accordance with generally accepted accounting principles and usingGAAP, to consistently applied in accordance with past practices of the extent consistent Companies, for each type of line item not set forth on the April 30, 2002 Pro Forma Balance Sheets. The Trusts shall consult with generally accepted accounting principles, the same accounting methods, policies, principles practices and procedures, with consistent classification, judgments and estimation methodology as used in Shurgard during the preparation of the Financial Statements referred to in Section 3.01(d) (the "Policies")Preliminary Closing Balance Sheets. (b) The Members mayExcluding the Properties, for a period of thirty (30) days following receipt and taking into account the Unrelated Assets Transfer, the Recapitalization and the payment of the Indebtedness, the Trusts shall cause the Companies to retain cash at Closing in such amounts that the aggregate remaining current assets shown on the Preliminary Closing Balance Sheets, review them. Broadband and Sub shall cooperate with including such cash, will equal the Members to permit aggregate remaining current liabilities shown on 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 Preliminary Closing Balance Sheets. (c) Within thirty As soon as practicable after the Effective Date, but in any event not more than sixty (3060) days after following the Members' receipt Effective Date, the Trusts shall prepare and deliver to Shurgard balance sheets of the Companies relating to the Business as of the Closing Date after giving effect to the Unrelated Asset Transfer, the payment in full of the Indebtedness and the Recapitalization (the "Final Closing Balance Sheets, the Members shall notify Broadband in writing of their acceptance of the "). The Final Closing Balance Sheets or their disagreement with respect thereto. To shall apply the extent that the Members disagree same methodology as, and shall, in form and substance, be prepared (i) in a manner consistent with the Preliminary Closing Balance Sheets (but showing actual amounts, rather than estimated amounts) for each type of line item reflected on the Preliminary Closing Balance Sheet and (ii) in accordance with GAAP, consistently applied in accordance with past practices of the Companies, for each type of line item not set forth on the Preliminary Closing Balance Sheets, the Members . Shurgard and its advisors and accountants 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 have fifteen (15) days after Broadband's receipt to review the Final Closing Balance Sheets. The Final Closing Balance Sheets will become final and binding on the Parties on the expiration of the time period specified in the preceding sentence, unless Shurgard delivers a written notice (the "Post-Closing Notice") to the Trusts prior to such notice of date that specifies in reasonable detail the amount by which, and the reasons why, it thinks particular line items in the Final Closing Balance Sheets either contain mathematical errors or were not prepared in accordance with this Section 2.11. The Post-Closing Notice may not specify any other basis for disagreement by with the MembersFinal Closing Balance Sheets, other than as set forth in the preceding sentence. (d) If Shurgard delivers a Post-Closing Notice in accordance with this Section 2.11, then the Parties shall, during the fifteen (15) day period beginning on the receipt by the Trusts of the Post-Closing Balance Sheets shall be modified accordinglyNotice, seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Post-Closing Notice. In the event that Broadband If Shurgard and the Members Trusts are unable to resolve such disagreement during all of the objections of Shurgard within such fifteen (15) day period, then Broadband Shurgard and the Members Trusts shall jointly select submit such unresolved objections to a regional accounting firm of certified public accountants of recognized national standing other than their respective auditors located in Minneapolis, Minnesota that has not previously provided services to either Party and is mutually acceptable to the Parties (the "ArbitratorThird Party Accountants") to review the Closing Balance Sheets ). Shurgard and the work papers used Trusts shall use reasonable efforts to cause the Third Party Accountants to render a final, binding decision resolving the matters in connection with dispute within thirty (30) days following the preparation submission of such matters to the Third Party Accountants. The determination of the Closing Balance Sheets and to determine those items in dispute using generally accepted accounting principles and the Policies, and not by independent review. The decision of the Arbitrator as to any modifications to those items in dispute, if any, that should be made to the Closing Balance Sheets shall Third Party Accountants will be final and binding upon on Shurgard and the parties Owners, and all judgment may be entered on the determination of the Third Party Accountants in any court having jurisdiction over the Party against which such determination is to be enforced. The fees, costs and expenses of the Third Party Accountants shall be shared equally by Shurgard and the Trusts. In its report resolving disputed items, the Third Party Accountants may not resolve any disputed item by choosing an amount that is greater than the greater of the amount claimed by Shurgard or set forth in the Final Closing Balance Sheets or less than the lesser of the amount claimed by Shurgard or set forth in the Final Closing Balance Sheets. (e) If the aggregate current assets are greater than the aggregate current liabilities shown on the Final Closing Balance Sheets, as finally determined in accordance with the provisions of this Section 2.11, Shurgard shall pay the amount of such modifications shall be made excess to the Owners, in immediately available funds, within five (5) days after final determination of the Final Closing Balance Sheets. Judgment upon If the decision aggregate current assets are less than the aggregate current liabilities shown on the Final Closing Balance Sheets, as finally determined in accordance with the provisions of this Section 2.11, the Owners shall pay the amount of such deficiency to Shurgard, in immediately available funds, within five (5) days after final determination of the Arbitrator may be entered by Broadband or the Members in any court of competent jurisdiction. The fees and expenses of the Arbitrator shall be paid one-half by Broadband and one-half by the MembersFinal Closing Balance Sheets.