Closing Date Balance Sheets. (a) Promptly following the Closing Date, the Seller Trust will cause to be prepared in accordance with GAAP pro forma balance sheets for each of Opgroup, Opfin and Value Advisors setting forth the financial position of each such corporation as of the close of business on the Closing Date (the "Stand-Alone Balance Sheets"), and a combined balance sheet of Opgroup, Opfin and Value Advisors derived from the Stand-Alone Balance Sheets (the "Combined Balance Sheet", and together with the Stand-Alone Balance Sheets, the "Closing Date Balance Sheets"), and shall deliver the same to the Surviving Corporation. The Stand-Alone Balance Sheets shall be prepared on a stand-alone basis (i) as though the Merger had not been effected, (ii) without attribution of any value to the Interests, stock of the Excluded Affiliates, rights to receive the Buyer Adjustment Payment or amounts released from the Tax Payment Account or the Holdback Amount, or the management contracts for the Value Advisors Funds, and (iii) without taking into account any liabilities which are not attributable to the Money Management Business, including without limitation the principal of (but not the interest on) the Opgroup Equities Note. The Combined Balance Sheet shall reflect a current account payable equal in amount to the amount of cash delivered to the Seller Trust pursuant to Section 2.1.
(b) Representatives of the Seller Trust will be entitled to reasonable access during normal business hours to the relevant books, records and working papers of Opgroup, Opfin and Value Advisors, and the Surviving Corporation's accountants, if applicable, to aid in their preparation of the Closing Date Balance Sheets. The Closing Date Balance Sheets shall be deemed to be accepted by the Surviving Corporation and shall be final and binding for all purposes of this Agreement unless the Surviving Corporation, within sixty days after the date on which the Closing Date Balance Sheets are delivered to the Surviving Corporation, gives notice to the Seller Trust stating each and every item as to which the Surviving Corporation takes exception ("Objections"), specifying in detail the nature and extent of any such Objection. If an Objection is disputed by the Seller Trust, then the Seller Trust and the Surviving Corporation shall negotiate in good faith to resolve such dispute. If, after a period of thirty days following the date on which the Surviving Corporation gave notice of Objections, any Objection still remains disp...
Closing Date Balance Sheets. 62 Section 7.17 Brokers.......................................................... 63 Section 7.18 Omitted.......................................................... 64 Section 7.19 The CIBC Agreement............................................... 64 Section 7.20 Omitted.......................................................... 64 Section 7.21 Execution of Certain Documents................................... 64 Section 7.22 Adoption of Plans of Liquidation................................. 65 ARTICLE VIII
Closing Date Balance Sheets. 3 CODE.............................................................................................................10 COMPANY...........................................................................................................1
Closing Date Balance Sheets. The Bank shall have received from the Borrower a balance sheet as of the end of the month immediately preceding the Closing Date in form and substance satisfactory to the Bank.
Closing Date Balance Sheets. At least 20 days prior to the Closing Date, the Stockholders shall deliver to Buyer the Companies' Good Faith Estimate of the balance sheet for each of the Companies as of the Closing Date (each, an "Estimated Closing Date Balance Sheet" and collectively the "Estimated Closing Date Balance Sheets"). The Estimated Closing Date Balance Sheets shall (i) in the case of Well Care HMO, record the establishment prior to the
(i) Buyer shall retain all rights provided under this Agreement including, without limitation, Buyer's right to terminate this Agreement pursuant to Section 10.1(d)(ii), (ii) Buyer may waive the closing condition set forth in Section 8.3(m), and the Estimated Closing Date Balance Sheets as initially delivered by the Stockholders shall be the Estimated Closing Date Balance Sheets for all purposes under this Agreement, and (iii) neither any failure by Buyer to object nor any agreement by the parties as to adjustments to the Estimated Closing Date Balance Sheets or the amount of any shortfall in the Minimum Capital Requirements shall be deemed to be or construed as a waiver of any of Buyer's rights with respect to the calculation or determination of any Purchase Price Adjustment (including any component, portion or adjustment thereof) pursuant to Exhibit A.
Closing Date Balance Sheets. The WBHP Sellers shall have delivered to Buyer a certificate of such Sellers, dated the Closing Date, to the effect that (i) attached thereto is a true, correct and complete copy of the balance sheet of WBHP immediately following the Closing (the "WBHP Closing Date Balance Sheet"), (ii) such WBHP Closing Date Balance Sheet accurately reflects the financial condition of WBHP immediately following the Closing (but without giving effect to any change which may result from Buyer's actions at or following the Closing) and (iii) such WBHP Closing Date Balance Sheet is in all material respects identical to the Forecasted WBHP Balance Sheet. The Dixix Xxxxxxx xxxll have delivered to Buyer a certificate of such Seller, dated the Closing Date, to the effect that (i) attached thereto
Closing Date Balance Sheets. 1.03(b)(i) COBRA .................................................... 2.12(g) Code ..................................................... 2.12(b) Commitments .............................................. 2.08 Company ..................................................
Closing Date Balance Sheets. The Closing Date Balance Sheets provided for in Section 1.2(b) with respect each PCA-Sub (1) shall be complete and correct in all respects and fairly present the financial information purported to be shown therein; (2) shall be in accordance with and shall have been derived from the books and records of each PCA-Sub; (3) shall have been prepared in conformity with SAP or GAAP, as applicable, except as stated therein and as stated in 1.2(b)(i); (4) shall fairly present the results of operations of each PCA-Sub for the period ending on the Closing Date; (5) shall fairly present the financial condition, assets and liabilities (fixed and contingent), of each PCA-Sub as of the Closing Date; and (6) shall make full and adequate provision for all fixed or contingent obligations, liabilities or commitments for each PCA-Sub as of the Closing Date in accordance with either SAP or GAAP, as applicable.
Closing Date Balance Sheets. The Company shall prepare and deliver the Closing Date Balance Sheets not less than three (3) Business Days prior to the Closing Date and shall cause the Closing Date Balance Sheets to be certified as true and correct in form acceptable to Parent by the Company’s Chief Financial Officer as of the Closing Date.
Closing Date Balance Sheets. Parent shall have received from the Company the Closing Date Balance Sheets pursuant to Section 6.13 hereof three (3) Business Days prior to the Closing Date.
