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.
Closing Date Balance Sheet. No later than thirty (30) days following the Closing, each Seller shall provide to Buyer a balance sheet dated as of the Closing Date, which sets forth Buyer's accounts receivable, accounts payable, and deferred or unearned revenue with respect to the Business, in each case as determined in accordance with GAAP and consistent with such Seller's prior practices.
Closing Date Balance Sheet. The Company shall prepare and deliver to Parent prior to Closing (i) an unaudited consolidated balance sheet of the Company as of the last business day of the most recently completed full month ending immediately preceding the Closing Date (or, if the Closing Date is before the 15th day of the month, as of the last business day of the month immediately preceding the most recently completed full month ending immediately preceding the Closing Date), which balance sheet shall be prepared in accordance with GAAP (except as permitted by Form 10-Q of the SEC) and on a basis consistent with the unaudited balance sheets of the Company included in the SEC Documents and shall fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the date thereof, and (ii) the Company's best estimate (using actual data through at least the end of the third business day immediately preceding the Closing Date) of closing account information for all line items that would appear on a consolidated balance sheet of the Company other than deferred revenue and line items relating to stockholders' equity (deficit) as of the business day immediately preceding the Closing Date. The Company shall provide to Parent any information and back-up materials (including bank account information) reasonably requested by Parent with respect thereto.
Closing Date Balance Sheet. The Shareholders will cause a balance sheet as of the Closing Date to be delivered to DAH within a reasonable time after the Closing Date (the "Closing Date Balance Sheet") which shall be true, correct and complete, shall have been prepared from and are in accordance with the books and records of AI and shall have been prepared in conformity with generally accepted accounting principles applied on a consistent basis for such periods using an accrual basis method, and fairly present the financial condition of AI as of the date stated on such dates in accordance with such practices.
Closing Date Balance Sheet. The Company shall prepare and deliver to Parent, at least three (3) business days prior to the Closing Date, the Closing Date Balance Sheet.
Closing Date Balance Sheet. The Lenders shall have received a pro forma consolidated closing balance sheet of the Borrower giving effect to the Merger, the financing therefor and the other transactions contemplated hereby and thereby, dated the Closing Date and reasonably satisfactory to the Lenders.
Closing Date Balance Sheet. Seller shall have delivered a balance sheet of Seller prepared in a manner consistent with prior periods and which materially represents the financial status of the Company and dated as of the Closing Date (the “Closing Date Balance Sheet”), accompanied by a certificate from a duly authorized officer of Seller, as of the Closing Date as to the preparation and delivery of the Closing Date Balance Sheet.
Closing Date Balance Sheet. The Lenders shall have received a pro forma consolidated closing balance sheet of the Borrower giving effect to the Transaction, the financing therefor and the other transactions contemplated hereby and thereby, dated as of September 30, 2003.
Closing Date Balance Sheet. The Company shall have delivered to HEOP the Closing Date Balance Sheet in accordance with the terms and conditions of Section 6.15.
Closing Date Balance Sheet. Sellers and Company shall have furnished the Closing Date Balance Sheet to Buyer.
