Closing Financial Statements Sample Clauses

Closing Financial Statements. At least eight Business Days prior to the Effective Time, Seller shall provide Buyer with Seller’s consolidated financial statements presenting the financial condition of Seller and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery of the Closing Financial Statements, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c)).

Closing Financial Statements. (a) Not later than 5:00 p.m. Denver, Colorado, time on the date that is ten days before the Closing Date, the Company shall have delivered to Parent an estimated balance sheet of the Company as of the Closing Date (the “Preliminary Closing Date Balance Sheet”), which shall have been prepared in good faith by the Company, and, based on the Preliminary Closing Date Balance Sheet, a statement, in form and substance satisfactory to Parent, setting forth the Company’s calculation of the Closing Cash Amount, the Closing Cash Surplus (if any), the Closing Cash Deficit (if any), Closing Net Working Capital Amount, the Closing Net Working Capital Surplus (if any), the Closing Net Working Capital Deficit (if any), the Company Debt, and the Transaction Expenses (the “Closing Line Items”), and, based on such amounts, the Merger Consideration (the “Preliminary Closing Financial Statements”), which shall be certified in writing as complete and fairly and accurately presenting the Closing Line Items by the Chief Executive Officer and the Chief Financial Officer of the Company. (b) From the delivery of the Preliminary Closing Date Balance Sheet and the Preliminary Closing Financial Statements until such time as the calculations set forth therein have been finally determined pursuant to this Section 1.8, Parent and its accountants shall, upon reasonable notice and during normal business hours, be permitted to discuss with representatives of the Company (including their accountants) such calculation and shall be provided complete and accurate copies of, and have reasonable access, upon reasonable notice at reasonable times during normal business hours, to the work papers and supporting records of the Company and its accountants so as to allow Parent and its accountants to verify the accuracy of the Preliminary Closing Date Balance Sheet and the Preliminary Closing Financial Statements calculated by the Company. If Parent objects to the Company’s calculation of the Preliminary Closing Date Balance Sheet and the Preliminary Closing Financial Statements, the Company and Parent will work together in good faith to resolve the issues in dispute. (c) Not later than 7:00 p.m. Denver, Colorado, time on the date that is one day before the Closing Date, the Company shall have delivered to Parent a final balance sheet of the Company as of the Closing Date (the “Final Closing Date Balance Sheet”), which shall have been prepared in good faith by the Company (taking into account, to the e...

Closing Financial Statements. Buyer shall have received the Closing Financial Statements.

Closing Financial Statements. The financial statements delivered to the Lenders pursuant to SECTION 6.01(a) and (b), if any, (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under SECTION 6.01(a) and (b)) and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements, if any) in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries as of the respective dates thereof and for the respective periods covered thereby.

Closing Financial Statements. 45 11.3 Rescission....................................................41

Closing Financial Statements. Sellers agree to engage Arthxx Xxxexxxx XXX to audit promptly after the Closing, and to issue and deliver to the Parties within seventy-five (75) days after Closing, a balance sheet as of the Closing Date with respect to the Chatham Assets and Chatham Liabilities as of the Closing Date (the "Closing Financial Statements"). Such Closing Financial Statements shall be prepared in accordance with generally accepted accounting principles applied consistently with the Most Current Financial Statements and shall be subject to review and approval (or audit) by Buyer's accountants at Buyer's expense. In the event a dispute arises between Buyer's accountants and Arthxx Xxxexxxx XXX which cannot be mutually resolved within twenty (20) business days after issuance and actual receipt of the Closing Financial Statements by the Parties, Arthxx Andexxxx XXX and Buyer's accountants shall promptly select a third firm of independent certified public accountants to resolve the dispute, and the determination of such third firm shall be binding on the Parties. The Parties shall use their best efforts to have this process concluded as soon as practicable in order that the Closing Financial Statements may become final and payments made as provided herein. In the event of a dispute, the Parties shall pay one-half of the cost of the third firm of independent certified public accountants engaged to resolve the dispute.

Closing Financial Statements. At least five Business Days prior to the Effective Time of the Merger, SCB shall provide FCB with SCB’s financial statements presenting the financial condition of SCB as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and SCB’s results of operations for the period January 1, 2005 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, however, that if the Effective Time of the Merger occurs on or before the sixth Business Day of the month, SCB shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall have been prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such financial statements shall be accompanied by a certificate of SCB’s chief financial officer, dated as of a date no earlier than two Business Days prior to the Effective Time of the Merger, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of FCB in all material respects.

Closing Financial Statements. The Closing Financial Statements.

Closing Financial Statements. At least five Business Days prior to the Effective Time, the Company shall provide Parent with the Company’s financial statements presenting the financial condition of the Company as of the close of business on the last day of the last month ended prior to the Effective Time and the Company’s results of operations for the period from January 1, 2005 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, however, that if the Effective Time occurs on or before the sixth (6th) Business Day of the month, the Company shall have provided consolidated financial statements as of and through the second (2nd) month preceding the Effective Time. Such financial statements shall have been prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such financial statements shall be accompanied by a certificate of the Company’s chief financial officer, dated as of a date no earlier than two (2) Business Days prior to the Effective Time, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Company in all material respects.

Closing Financial Statements. “Closing Financial Statements” shall have the meaning given in Section 2.8(b).