Closing Date Financial Statements. (a) No later than ninety (90) days after the Closing Date, the Purchaser shall cause Xxxxx BGK LLP to prepare and deliver (i) the Closing Date Financial Statements prepared in accordance with ASPE, (ii) the calculation of the Closing Indebtedness and the Closing Working Capital based on such Closing Date Financial Statements (collectively, the “Closing Calculations”). The Parties shall cooperate fully in the preparation of the Closing Calculations. The Purchaser and the Vendors shall be permitted access to the working papers of Xxxxx BGK LLP in respect of the Closing Date Financial Statements and the Closing Calculations in accordance with customary protocols regarding such access.
(b) Each of the Purchaser and the Vendors may object to the Closing Calculations by written notice to the Purchaser parties, or the Vendor parties, as applicable, within thirty (30) Business Days following receipt thereof, which notice shall specify in reasonable detail those items or amounts as to which the notifying Party objects (the “Objection Notice”) and the Parties shall be deemed to have agreed upon all other items and amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice. If no Objection Notice is made within the period and in the manner specified in the preceding sentence, or if the Purchaser and the Vendors confirm in writing that they accept the Closing Calculations prior to the end of such thirty (30) Business Day period, then the Closing Calculations shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations.
(c) If an Objection Notice is delivered in the manner and within the thirty (30) Business Day period specified in the preceding paragraph, the Parties shall in good faith attempt to resolve any matters in dispute with respect to the Closing Calculations as promptly as practicable. If the Purchaser and the Vendors are unable to resolve all such items in dispute within ten (10) Business Days after the receipt of the Objection Notice giving rise to such dispute, then those items or calculations in dispute shall be submitted for resolution within five (5) Business Days following such ten (10) Business Day period to Ernst & Young LLP, or such other independent firm of chartered accountants as the Purchaser and the Vendors may agree in writing or, failing agreement, as appointed by the court (each being...
Closing Date Financial Statements. Seller shall promptly deliver to Buyer after Closing a true and complete copy of the unaudited balance sheet for the Business as of the Closing Date and the unaudited statements of profit and loss and cash flow of the Business for the period then ended, in each case the report format shall be that in which the Business's Financial Statements are presented. Not later than ninety (90) days after December 31, 1996, Seller shall deliver to Buyer an audited balance sheet and statements of income and cash flow of the Business for the period commencing January 1, 1996 and ending on the Closing Date.
Closing Date Financial Statements. (a) Within forty-five (45) days after the Closing, Bioglan shall deliver to Buyer a balance sheet of the Bioglan Pharmaceuticals operations of Quintiles consisting of all assets and liabilities of Bioglan and, to the extent relating to the Products, the assets and liabilities of QBermuda and QIreland, as of the Closing Date (the “Closing Date Balance Sheet”), and statements of earnings, statement of equity and cash flows of the Bioglan Pharmaceuticals operations of Quintiles consisting of all operations of Bioglan and, to the extent relating to the Products, the operations of QBermuda and QIreland, for the period from January 1, 2004 through the Closing Date (the “Audited Stub Period Financial Statements”), which financial statements shall be prepared in accordance with GAAP and Regulation S-X and be accompanied by the unqualified audit report of PricewaterhouseCoopers, who shall have audited such financial statements in accordance with generally accepted auditing standards.
(b) By the later of Closing or August 1, 2004, Bioglan shall deliver to Buyer an unaudited balance sheet of the Bioglan Pharmaceuticals operations of Quintiles consisting of all assets and liabilities of Bioglan and, to the extent relating to the Products, the assets and liabilities of QBermuda and QIreland as of June 30, 2004 and unaudited statements of earnings, statement of equity and cash flows of the Bioglan Pharmaceuticals operations of Quintiles consisting of all operations of Bioglan and, to the extent relating to the Products, the operations of QBermuda and QIreland, for the six-month period ending June 30, 2004, which financial statements shall be prepared in accordance with GAAP and Article 10 of Regulation S-X and be accompanied by a customary review report of PricewaterhouseCoopers, who shall have reviewed such financial statements in accordance with standards established by the American Institute of Certified Public Accountants set forth in Section AU722.
(c) Sellers shall cooperate with Buyer, and shall use commercially reasonable efforts to gain the cooperation of PricewaterhouseCoopers, in the provision of appropriate consents to the filing with the SEC of the financial statements contemplated by this Agreement or relating to the transactions contemplated hereby and any other financial information or documents reasonably requested by Buyer in connection with its SEC filings or Section 2.8.
Closing Date Financial Statements. For a period of one year from and after the Closing Date, to the extent reasonably necessary for Seller or its Affiliates to prepare consolidated financial statements or obtain any governmental permits, licenses or required filings and to comply with reporting obligations in respect thereof, upon written request of Seller, the Company will use its reasonable commercial efforts to provide, and Buyer will use its reasonable commercial efforts to cause the Company to provide, to Seller and its accountants within 20 Business Days of such request with such access to employees and Buyer’s accountants and financial information of the Company as of the Closing Date as Seller may reasonably request in the format customarily required by Seller or its subsidiaries and, upon Seller’s request, it will be accompanied by supplemental financial schedules customarily required by Seller or its subsidiaries in support of such, provided however, that such support and access may not unreasonably disrupt the business operations of the Company or the Parent. Seller agrees that such records will be kept strictly confidential and used only for the purpose of preparing consolidated financial statements or obtaining any governmental permits, licenses or required filings. To the extent that the Buyer or the Company incurs any out-of-pocket expenses in providing any assistance to Seller pursuant to this Section 6.2, the Seller agrees to reimburse the Buyer and/or the Company (as applicable) within 30 days after receiving an invoice from the Buyer and/or the Company (as applicable) for such out-of-pocket expenses.
Closing Date Financial Statements. For a period of one year from and after the Closing Date, to the extent reasonably necessary for Seller or its Affiliates to prepare consolidated financial statements or any governmental permits, licenses or required filings and to comply with reporting obligations in respect thereof, upon written request of Seller, the Company and the Subsidiaries will provide, and Buyer shall use its best efforts to cause the Company and the Subsidiaries to provide, to Seller and its accountants within twenty (20) business days of such request with such computer support, access to employees and Buyer's accountants and financial information of the Company or the Subsidiaries as of the Closing Date as Seller may reasonably request in the format customarily required by Seller or its Affiliates of subsidiaries and, upon Seller's request, it will be accompanied by supplemental financial schedules customarily required by Seller or its Affiliates of subsidiaries in support of such financial information. Seller agrees that such records will be kept strictly confidential and used only for tax purposes.
Closing Date Financial Statements. After the Closing Date, each of Buyer and the Seller Parties shall (i) provide, or cause to be provided, to each other's respective Subsidiaries, officers, employees, representatives and affiliates, such assistance as may reasonably be requested, including making available employees and the books and records of the Company, by any of them in connection with the preparation of any tax return or any audit of the Company in respect of which the Buyer, the Company or the Seller, as the case may be, is responsible and (ii) retain, or cause to be retained, for so long as any such taxable years or audits shall remain open for adjustments, any records or information which may be relevant to any such tax returns or audits.
Closing Date Financial Statements. Within 60 days after the Closing, Sellers will cooperate with Buyer, at Buyer’s expense, for Buyer to prepare, in accordance with general accepted accounting principles and consistent with past practices, unaudited financial statements, including balance sheets and income statements, of the Outlet Business as of the Effective Time.
Closing Date Financial Statements. The "Closing Date Financial Statements" shall mean the financial statements of the Company Parties as of the Closing Date, which shall consist of a balance sheet and statements of profit and loss, retained earnings and changes in financial position as of the Closing Date and the results of the operations of the Company Parties for the portion of the fiscal year then ended. The Closing Date Financing Statements shall include, as a separate schedule, a computation of the Adjusted Net Working Capital and the long-term liabilities of the Company Parties (other than the Permitted Long-Term Liabilities) and the amount of the Purchase Price Adjustment. The Closing Date Financial Statements shall be prepared in accordance with GAAP consistently applied and with all adjustments which are necessary for the fair presentation of the periods indicated. The Closing Date Financial Statements shall be prepared using the general ledger accounts of the Company Parties consistent with the past practices of the Company Parties after the distribution to and the assumption by the Seller or an affiliate of the Seller as of the Closing Date of the assets and liabilities of the Company referred to in Section 1.1(j) and the schedules thereto (which include former assets and liabilities of CPLP that were distributed pursuant to Section 1.1(d)).
Closing Date Financial Statements. Not later than five Business Days subsequent to the Closing Date, the Seller shall deliver to the Buyer an unaudited balance sheet of the Seller as of the Closing Date and the related unaudited statements of earnings and retained earnings for the period commencing on January 1, 1998 and terminating on the day immediately preceding the Closing Date (the “Closing Date Statements”). The Closing Date Statements shall (i) present fairly the financial condition of the Business as of such date, (ii) be in accordance with the books of account and records of the Seller and (iii) be prepared in a manner consistent with the Year End Statement, except that the Closing Date Statements shall be subject to normal year-end adjustments and shall not include footnotes.
Closing Date Financial Statements. 2.2(d)(i) Closing Date Working Capital........................ 2.2(d)(i) Code................................................ 11.3(a)(vi) Commitment Letter................................... 5.5 Companies...........................................
