Closing Financial Statements Sample Clauses

Closing Financial Statements. At least five (5) Business Days prior to the Effective Time of the Holding Company Merger, the Company shall provide Acquiror with the Company’s unaudited consolidated balance sheet presenting the financial condition of the Company and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Balance Sheet Date”) and the Company’s unaudited consolidated statement of income for the period January 1, 2006 through the close of business on the Closing Balance Sheet Date (the “Closing Financial Statements”); provided, however, that if the Effective Time has been scheduled to occur on or before the fifth (5th) Business Day of a calendar month, the Company shall have provided such Closing Financial Statements as of and through the end of the second (2nd) month immediately preceding the Effective Time and, in that event, the Closing Balance Sheet Date, shall be the last day of such second month immediately preceding the Effective Time and the related statement of income will be for the period from January 1, 2006 to the such Closing Balance Sheet Date. The Company shall prepare the Closing Financial Statements that, except as hereinafter provided in this Section 6.15, shall in all material respects be in accordance with GAAP for unaudited interim financial information and such Company Financial Statements shall contain all adjustments (consisting principally of normal recurring adjustments and accruals) necessary to present fairly, in all material respects, the consolidated balance sheet, and operating results of the Company and its Subsidiaries as of and for the period ended on the Closing Balance Sheet Date. Such Closing Financial Statements shall also reflect accruals for all Professional Fees incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) and shall be accompanied by a certificate of the Company’s Chief Financial Officer, dated as of the Effective Time, to the effect that such financial statements meet the requirements of this Section 6.15.

Closing Financial Statements. (a) As promptly as practicable, but in no event later than 75 days after the Closing Date, Supernus agrees to prepare and deliver to SLI (i) financial statements for SLI (including a balance sheet as of the Closing Date and a statement of income and cash flows for the period from January 1, 2005 through the Closing Date, but, in each case, before giving effect to the transactions contemplated by this Agreement) and (ii) a certificate based on such financial statements setting forth Supernus’s calculation of each of the amounts arising under Section 7.05, which certificate shall fairly present the accounts receivables, accrued liabilities and Prepaid Expenses arising under the Business as at the Effective Time, in each case, consistent with the methodologies used by SLI and its Affiliates to prepare financial statements and record such amounts prior to the Closing Date. (b) If after SLI’s review of the documents referred to in Section 7.06(a) SLI disagrees with Supernus’s calculation of the financial statements or amounts set forth in the certificate delivered pursuant to Section 7.06(a), SLI may, within 30 days after delivery of such documents, deliver a notice to Supernus disagreeing with such calculation and setting forth SLI’ s calculation of such financial statements or amount, as applicable. (c) If a notice of disagreement shall be duly delivered pursuant to Section 7.06(b), SLI and Supernus shall, during the 30 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts. If during such period, SLI and Supernus are unable to reach such agreement, either SLI or Supernus by notice to the other party may initiate the process whereby they shall promptly jointly retain a nationally recognized accounting firm (the “Accounting Referee”) and cause it to promptly review this Agreement and the disputed items or amounts and to resolve the disputed items or amounts. The Accounting Referee shall deliver to SLI and Supernus, as promptly as practicable, a report setting forth its calculation of the disputed items or

Closing Financial Statements. (a) As promptly as practicable, but in no event later than thirty (30) days following the Closing Date, Seller shall cause the following to be prepared and delivered to Purchaser: unaudited balance sheets of the Business for the two fiscal years and any interim fiscal period ending prior to the Closing Date, and unaudited income statements and unaudited cash flow statements of the Business for the two fiscal years and any interim fiscal period ending prior to the Closing Date. (b) Seller shall instruct its external auditors G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or another PCAOB-registered auditing firm of national repute) to audit the financial statements contemplated by Section 7.1(a) and furnish an audit report thereon to Purchaser in time for Purchaser to comply with its filing obligations under Form 8-K pursuant to the Exchange Act with respect to the Transaction (such financial statements and audit report are referred to herein as the “Audited Financial Statements”). Purchaser shall pay to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or such other firm, as the case may be) its fees and expenses for such audit. Seller will allow and ask G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or such other firm, as the case may be) to cooperate with Purchaser’s external auditors with respect to G▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ (or such other firm’s, as the case may be) backup documentation and workpapers related to the Audited Financial Statements and its audit thereon. (c) Seller shall deliver to Purchaser an accurate and complete list of all Receivables and accounts payable included in the Excluded Assets and Assumed Liabilities as of a date no more than three (3) Business Days prior to the Closing Date (the “Accounts Statement”), which shall be certified by the Chief Financial Officer of Seller.

Closing Financial Statements. 2.4.1 The Vendors shall, at the Purchaser’s expense, but only up to maximum of forty thousand dollars ($40,000), instruct and cause the Corporation Accountant to prepare and deliver to the Purchaser, as soon as practicable following the Closing, and in any event no later than August 31, 2011, draft Closing Financial Statements in accordance with the provisions hereof. The Corporation Accountant shall be instructed to deliver to the Purchaser, for review by the Purchaser and the Purchaser’s Accountants, a draft of the Closing Financial Statements, together with a draft statement reflecting the Adjustment (the “Adjustment Summary”) setting forth the amount of the Adjustment and the particulars of how the Adjustment was determined. 2.4.2 The Purchaser shall have fifteen (15) Business Days to review the draft Closing Financial Statements and the draft Adjustment Summary. The Purchaser shall be entitled to all reasonable access to the Books and Records as well as to the complete files, records and working papers of the Corporation Accountant related to the Corporation for the purpose of investigating and verifying the matters set out in the draft Closing Financial Statements or the draft Adjustment Summary. Moreover, the Vendors shall cause the Corporation’s Accountant to be available to meet the Purchaser and the Purchaser’s Accountant to discuss the draft Closing Financial Statements and the draft Adjustment Summary. 2.4.3 If the Purchaser is satisfied with the Adjustment set forth therein, it shall sign a copy of such Adjustment Summary to evidence its agreement therewith. If the Purchaser is not satisfied with the Adjustment set out in the Adjustment Summary or with the contents of the Draft Financial Statements, it shall provide a Dispute Notice and the Purchaser and the Vendors shall adhere to the mechanism for settling such matters as provided for in this Section 2.4. If the Purchaser does not deliver a Dispute Notice within fifteen (15) Business Days after receipt of the draft Closing Financial Statements and the draft Adjustment Summary, then the Purchaser shall be deemed to have accepted the Closing Financial Statements and the Adjustment Summary. 2.4.4 In the event that the Purchaser wishes to dispute in any way the draft Closing Financial Statements or the draft Adjustment Summary, the Purchaser shall advise the Vendors’ representative in writing with full particulars of such dispute (the “Dispute Notice”) within fifteen (15) Business Days of receip...

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. Seller shall deliver the Closing Financial Statements within forty-five (45) days after the Closing Date. Buyer and Seller will cooperate in the preparation or audit, if deemed necessary by Buyer, at Buyer's expense, of any Financial Statements.

Closing Financial Statements. At least four Business Days prior to the Effective Time of the Merger, 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 of the Merger and the Company's results of operations for the period January 1, 2002 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 fifth Business Day of the month, the Company 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 the Company'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 Parent in all material respects.

Closing Financial Statements. 8 1.7 Holdback........................................................11