Closing Date Delivery 2 2.1 Closing.........................................................................................2
Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.
Closing Date Deliveries On the Closing Date, the Company shall have delivered to the Representative executed copies of the Representative’s Purchase Option.
Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.
Post-Closing Items (a) The Loan Parties shall take all necessary actions to satisfy the items described on Schedule 5.16 within the applicable periods of time specified in such Schedule (or such longer periods as the Administrative Agent may agree in its sole discretion).
Closing Date Deliverables On the Closing Date, the Sponsor Holdco shall deliver to Acquiror and the Company a duly executed copy of that certain Amended and Restated Registration Rights Agreement, by and among Acquiror, the Company, the Sponsor Holdco and certain of the Company’s stockholders or their respective affiliates, as applicable, in substantially the form attached as Exhibit C to the Merger Agreement.
Initial Borrowing Base Certificate Duly executed originals of an initial Borrowing Base Certificate from Borrower, dated the Closing Date, reflecting information concerning Eligible Accounts and Eligible Inventory of Borrower as of a date not more than seven (7) days prior to the Closing Date.
Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except to the extent provided in the notes to said financial statements.
Closing Date Payment The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.
Financial Statements; Financial Condition; etc The Borrower shall have delivered to the Administrative Agent:
