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 disputed, then the Surviving Corporation's accountants and the Seller Trust's accountants shall together choose an independent firm of public accountants of nationally recognized standing (the "Accounting Firm") to resolve such remaining Objections. The Accounting Firm shall act as an
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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 New Fund 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 New Fund 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 or the Alternative Merger, as applicable, 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 New Fund 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 2.12.6(a).
(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 New Fund 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 disputed, then the Surviving Corporation's accountants and the Seller Trust's accountants shall together choose an independent firm of public accountants of nationally recognized standing (the "Accounting Firm") to resolve such remaining Objections. The Accounting Firm shall act as anan arbitrator and shall have the power and authority to determine, based solely on presentations by the Surviving Corporation and the Seller Trust, and not by independent review, only those issues still in dispute. The determination of the Accounting Firm shall be final and binding. The fees and expenses of the Accounting Firm, if any, shall be paid equally by the Surviving Corporation and the Seller Trust; provided, however, that, if the Accounting Firm determines that either party's position is completely correct, then the other party shall pay the fees charged by the Accounting Firm in connection with any such determination.
(c) If either the net current assets or the net assets set forth on the Combined Balance Sheet as finally determined are negative, the Seller Trust shall promptly pay to the Surviving Corporation cash in an amount equal to the greater of the deficit in net current assets or the deficit in net assets. If both the net current assets and the net assets set forth on the Combined Balance Sheet are positive, the Surviving Corporation shall promptly pay to the Seller Trust cash in an amount equal to the lesser of the surplus in net current assets or the surplus in net assets. Any such payment shall be deemed to constitute an adjustment in the Merger or Alternative Merger consideration for all purposes of this Agreement.
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Samples: Agreement and Plan of Merger (Pimco Advisors L P /)
Closing Date Balance Sheets. (ai) Promptly following the Closing Date, the Seller Trust will The Owners shall prepare or cause to be prepared in accordance with GAAP pro forma a consolidated and consolidating balance sheets for each sheet of OpgroupGen-X Holdings, Opfin and Value Advisors setting forth the financial position a balance sheet of each such corporation as of the close of business on the Closing Date (the "StandGen-Alone Balance Sheets"), X Equipment and a combined balance sheet of Opgroupboth Gen-X Holdings and Gen-X Equipment, Opfin and Value Advisors derived from all as of the Stand-Alone Balance Sheets Closing Date (the "Combined Balance Sheet", and together with the Stand-Alone Balance Sheets, the "Closing Date Balance Sheets"), and shall deliver engage the same Toronto, Canada office of either Xxxxxx Xxxxxxxx and Co. or another "Big 6" accounting firm (the "Gen-X Accountants") to conduct audits ("Closing Date Audits") of the Surviving CorporationClosing Date Balance Sheets, in accordance with this Section 3.3(c). The Stand-Alone Closing Date Balance Sheets shall be prepared and audited in accordance with U.S. GAAP, provided that any differences shall be booked based on a standthe recommendations of the Gen-alone basis X Accountants. The Owners shall fully cooperate with the Gen-X Accountants in connection with the Closing Date Audits, including, but not limited to, agreeing to any required adjustments and taking any other necessary actions to enable the audit reports issued by the Gen-X Accountants with respect to the Closing Date Balance Sheets (i"Audit Reports") as though to be completely unqualified, without any explanatory paragraphs. The Owners shall instruct the Merger had not been effectedGen-X Accountants to review with the Philadelphia, Pennsylvania office of Deloitte & Touche LLP (the "Global Accountants") the work papers prepared by the Gen-X Accountants in connection with the Closing Date Audits ("Audit Work Papers") before the Gen-X Accountants finalize the Closing Date Balance Sheets and Audit Reports.
(ii) without attribution The Owners shall instruct or cause to be instructed the Gen-X Accountants to deliver to Global, within thirty (30) days after the Closing Date, the Closing Date Balance Sheets including signed copies of any value the Audit Reports and copies of the Audit Work Papers. On or before the date that the Gen-X Accountants deliver the Closing Date Balance Sheets and accompanying documents to Global, the Owners shall deliver to Global detailed lists ("Closing Date Balance Sheet Lists") of all of the Assets and Obligations of Gen-X Holdings and Gen-X Equipment reflected on the Closing Date Balance Sheets, itemized by owner and by balance sheet account, and with aggregate net balances equal 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 balances on the Closing Date Balance Sheets. The Closing Date Balance Sheets Sheet Lists shall include, but not necessarily be limited to, lists of (a) Cash Assets, itemized by bank or other account, showing cost and market value if different from cost, (b) Accounts Receivable, showing customer names, individual invoice number and dates, individual invoice amounts, individual invoice due dates and allowances for doubtful accounts, (c) the Inventory Statement, (d) other current assets, itemized by category and with appropriate explanation, (e) Tangible Property, grouped as to type, showing cost, accumulated depreciation and net book value, (f) Real Property, showing cost, accumulated depreciation and net book value, (g) Software and Intangibles, showing cost or amount capitalized, accumulated amortization and net book value, (h) Accounts Payable, itemized by payee, showing payee names, individual invoice dates, individual invoice amounts and individual invoice due dates, (i) accrued expenses and reserves, itemized by category and with appropriate explanation, and (j) other current and long-term liabilities, itemized by payee. The Closing Date Balance Sheet Lists shall be deemed accompanied by a certificate signed by DMJ, Xxxxxx and Xxxxxxxxxxx, in which they, jointly and severally, represent and warrant 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 Global that (x) the Closing Date Balance Sheets were prepared in accordance with U.S. GAAP and fairly present the financial condition of Gen-X Holdings and Gen-X Equipment as of the Closing Date (y) the Closing Date Balance Sheet Lists are delivered to accurate and complete, and (z) none of the Surviving Corporation, gives notice to Gen-X Companies had any Obligations as of the Seller Trust stating each and every item as to which Closing Date other than the Surviving Corporation takes exception ("Objections"), specifying in detail Obligations reflected on 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 disputed, then the Surviving Corporation's accountants and the Seller Trust's accountants shall together choose an independent firm of public accountants of nationally recognized standing (the "Accounting Firm") to resolve such remaining Objections. The Accounting Firm shall act as anClosing Date Balance Sheets.
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Closing Date Balance Sheets. (a) Promptly following the Closing Date, the Seller Trust TAG will cause to be prepared in accordance with GAAP pro forma balance sheets for each of Opgroup, Opfin Advantage Advisers and Value Advisors TAG setting forth the financial position of each such corporation as of the close of business on the date immediately preceding the Closing Date (after giving effect to the "StandSpin-Alone Balance Sheets"Off and the elimination of all liabilities for which indemnification is available under Section 10.2(c), and a combined balance sheet of Opgroup, Opfin and Value Advisors derived from without giving effect to the Stand-Alone Balance Sheets Merger (the "Combined Balance Sheet", and together with the Stand-Alone Balance Sheetscollectively, the "Closing Date Balance Sheets"), and shall deliver the same to the Surviving CorporationOpfin. The Stand-Alone Balance Sheets shall be prepared on Opfin and a stand-alone basis firm of independent public accountants designated by Opfin (i"Opfin's Accountants") 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 OpgroupTAG, Opfin Opgroup and Value AdvisorsAdvantage Advisers, and the Surviving CorporationTAG's accountantsAccountants, if applicable, to aid in their preparation review of the Closing Date Balance Sheets. The Closing Date Balance Sheets shall be deemed to be accepted by the Surviving Corporation Opfin and shall be final and binding conclusive for all purposes of this Agreement unless except to the Surviving Corporationextent, if any, that Opfin or Opfin's Accountants shall have delivered, within sixty days after the date on which the Closing Date Balance Sheets are delivered to the Surviving CorporationOpfin, gives a written notice to the Seller Trust TAG stating each and every item as to which the Surviving Corporation Opfin takes exception ("Objections"), specifying in detail the nature and extent of any such Objection. If an Objection is disputed by the Seller TrustTAG, then the Seller Trust Opfin and the Surviving Corporation TAG shall negotiate in good faith to resolve such dispute. If, after a period of thirty days following the date on which the Surviving Corporation Opfin gave notice of Objectionsthe Objection, any Objection still remains disputed, then the Surviving CorporationTAG's accountants and the Seller TrustOpfin's accountants Accountants shall together choose an independent firm of public accountants of nationally recognized standing (the "Accounting Firm") to resolve such remaining Objections. The Accounting Firm shall act as anan arbitrator and shall only have the power and authority to determine, based solely on presentations by TAG and Opfin, and not by independent review, only those issues still in dispute. The decision of the Accounting Firm shall be final and binding. The fees and expenses of the Accounting Firm, if any, shall be paid equally by TAG and Opfin; provided, however, that, if the Accounting Firm determines that either party's position is totally correct, then the other party shall pay the fees charged by the Accounting Firm in connection with any such determination.
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