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.
Closing Date Financial Statements. As promptly as practicable after the Closing Date (but in no event later than forty five days (45) days after the Closing Date), Sellers will prepare (i) the balance sheet of the Companies and their subsidiaries as of the Closing Date which shall fairly present the financial position of the Companies and their subsidiaries as of the Closing Date (the "Balance Sheet"), (ii) the results of operations of the Companies and their subsidiaries for the period January 1, 1997 through the Closing Date, in each case in accordance with U.S. generally accepted accounting principles, (iii) a complete and accurate list of inventory, by product line, of each Company and their subsidiaries as of the Closing Date and (iv) a certificate setting forth the amount of the Balance Sheet Adjustment and the calculation thereof in reasonable detail (the "Certificate"). Buyers and their representatives shall have a right to review the Balance Sheet and the Certificate. Within thirty (30) days after the delivery of the Balance Sheet and the Certificate, Buyers may notify Sellers of any objections or changes thereto, specifying in reasonable detail any such objections or changes. If Buyers have no objections or changes to the Balance Sheet or the Certificate, or if Sellers and Buyers agree on the resolution of all objections or changes, then such Balance Sheet and Certificate, with such changes as are agreed upon, shall be final and binding, and shall be referred to as the "Final Balance Sheet" and "Final Certificate", respectively. If Sellers and Buyers shall fail to reach an agreement with respect to all objections or changes, then all disputed objections or changes shall, not later than ten (10) days after one of the parties affirmatively terminates discussions in writing with respect to such objections or changes, be submitted for resolution to the Independent Auditor. Buyers and Sellers shall use reasonable efforts to cause the Independent Auditor, within twenty five (25) days of its appointment, to use its best judgment in resolving the disputes submitted to it. The Balance Sheet and/or Certificate, as adjusted pursuant to the preceding sentence shall be final and binding and shall be referred to as the "Final Balance Sheet" and the "Final Certificate". In the event that the Independent Auditor resolves all disputes presented to it in the manner proposed by one of the parties, the fees and expenses of the Independent Auditor relating to the resolution of such dispute shall be pa...
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. 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. 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. (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.
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. (i) Seller shall cause to be prepared and delivered to Buyer the Closing Date Balance Sheet of Seller. Seller shall use its commercially reasonable efforts to deliver such financial statements to Buyer within 60 days after the Closing Date, but in any event shall deliver such financial statements no later than 90 days after the Closing Date.
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(d) and 1.1(j) and the schedules thereto (which include former assets and liabilities of CPLP that were distributed pursuant to Section 1.1(d)).
