Closing Date Balance Sheet Sample Clauses
The Closing Date Balance Sheet clause defines the requirement for preparing a financial statement that reflects the company's assets, liabilities, and equity as of the closing date of a transaction. Typically, this clause outlines who is responsible for preparing the balance sheet, the accounting standards to be used, and the timeframe for its delivery. It may also specify how disputes over the balance sheet will be resolved. The core function of this clause is to provide both parties with a clear and agreed-upon snapshot of the company's financial position at closing, which is essential for determining final purchase price adjustments and ensuring transparency in the transaction.
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Closing Date Balance Sheet. (a) Prior to Closing, the parties will cooperate in preparing a balance sheet dated as of the Closing Date (the "Closing Date Balance Sheet") reflecting the amount by which the value of the Purchased Assets as of the Closing Date exceeds the Assumed Liabilities as of the Closing Date (the "Net Value"). Purchaser and Seller agree that the Closing Date Balance Sheet will be prepared in a manner consistent with the balance sheet as of June 28, 1997 attached hereto as Exhibit A and will reflect an update of the Preliminary Balance Sheet (as defined in Section 3.03(b) below). Purchaser and Seller will endeavor in good faith to resolve any disputes in the determination of the Net Value and the preparation of the Preliminary Balance Sheet and the Closing Date Balance Sheet.
(b) Seller shall take a physical inventory (the "Closing Inventory") of the Divisions as of the last day of the most recent month that is not more than 30 days prior to the Closing Date (or such other date as Seller and Purchaser shall mutually agree) and will prepare a preliminary balance sheet as of the date of the Closing Inventory (the "Preliminary Balance Sheet") reflecting the value of the Purchased Assets and the Assumed Liabilities as of the date of the Preliminary Balance Sheet. Purchaser and its representatives will have the right to participate in the taking of the Closing Inventory. Not less than five days prior to Closing, Seller will deliver a copy of the Preliminary Balance Sheet to Purchaser for its review. Seller and Purchaser will cooperate to determine a method reasonably acceptable to each party to make adjustments to and update the Preliminary Balance Sheet for purposes of preparing the Closing Date Balance Sheet.
Closing Date Balance Sheet. No later than 30 days following the Closing, Seller shall provide to Buyer a balance sheet dated as of the Closing, as determined in accordance with a tax accounting basis consistently applied, which is true and correct in all material respects and presents fairly and accurately the financial condition of the Business as of the date of the Closing and the results of operations for the Business for the period covered thereby and includes, but is not limited to, Seller's accounts receivable, accounts payable, and deferred and unearned revenue.
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 Company shall prepare and deliver, at least three (3) Business Days prior to the Closing Date, an estimated balance sheet of the Company, dated as of the Closing Date, that has been prepared in accordance with GAAP (except that such balance sheet need not contain the footnotes required by GAAP) consistently applied on a basis consistent with the most recent regularly prepared financial statements of the Company, and that presents fairly the financial condition of the Company and its subsidiaries as of the Closing Date.
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 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. Borrower shall have delivered to Lender a consolidated pro forma balance sheet of Borrower as of the Closing Date, giving effect to the Acquisition and the transactions contemplated by this Agreement, the other Related Documents and the Acquisition Agreements.
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.