Closing Statement Preparation. Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth a calculation of (i) the Accrued Leave Liability, (ii) the Transferred Cash, (iii) the Net Book Value of Designated Excluded Assets and (iv) the Closing Prorations, and (v) a recalculation of the Purchase Price, if any, based on each of the foregoing. The Closing Statement will be calculated (x) pursuant to the definitions within this Agreement, (y) in accordance with the Accounting Principles where applicable, and (z) without giving effect to the transactions contemplated hereby. Seller shall cooperate with Buyer in promptly responding to Buyer’s reasonable requests while Buyer is preparing the Closing Statement.
Closing Statement Preparation. Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth a calculation of (i) the Accrued Leave Liability, (ii) the Transferred Cash,
Closing Statement Preparation. Within sixty (60) days after the Closing Date, Purchaser will prepare and deliver to Seller a statement (the “Closing Statement”) setting forth in reasonable detail Purchaser’s good faith calculations of (i) the Net Working Capital and (ii) the amount of any adjustment to the Purchase Price pursuant to Section 2.3(d). Purchaser will make the work papers and back-up materials used in preparing the Closing Statement, and the books, records and financial staff of the Acquired Companies, available to Seller and its accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the review by Seller of the Closing Statement, and (B) the resolution by the parties of any objections thereto; provided, that prior to being required to make any such books, records and financial staff available, Seller and its accountants and other representatives shall execute a confidentiality agreement in a form reasonably acceptable to Purchaser.
Closing Statement Preparation. Promptly following the Closing, but in no event later than ninety (90) days after the Closing, the Purchaser shall prepare or cause to be prepared and deliver to Seller a statement (the “Closing Statement”) setting forth in reasonable detail and with reasonable supporting documentation its calculation of the Transaction Price, including calculations of (i) the amount of Cash, (ii) the amount of Working Capital, (iii) the amount of CCG Entities Indebtedness, LSB Receivables and LSB Payables, in each case as of immediately prior to Closing and (iv) the amount of Transaction Expenses. The Purchaser shall prepare the Closing Statement in accordance with this Agreement and, to the extent not inconsistent with this Agreement and otherwise applicable to the particular calculation, GAAP on a basis consistent with the Standards. If the Purchaser does not deliver the Closing Statement when required, the Seller may prepare and deliver a Closing Statement to the Purchaser within one hundred and twenty (120) days after the Closing, and, in such case, the Purchaser shall have the Seller’s objection rights under Section 2.3(f). If neither the Purchaser nor the Seller prepares and delivers a Closing Statement as provided herein, then the Estimated Statement shall be deemed also to be the final Closing Statement binding on the parties hereto.
Closing Statement Preparation. Promptly after the Closing Date, Seller shall prepare a statement as of the Closing Date (the "Closing Statement"). The Closing Statement shall be prepared on a basis consistent with the unaudited pro forma consolidated balance sheet of Company at December 31, 1995, set forth in Schedule 4.1(o) and past practice, subject to the absence of footnote disclosure.
Closing Statement Preparation. Within forty-five (45) days after ----------------------------- the Closing, Seller shall, at Seller's expense, prepare and deliver to Purchaser an audited balance sheet of the Business as of the close of business on the Closing Date (the "Closing Balance Sheet") which audit shall be performed by --------------------- Ernst and Young LLP or by an independent public accountant selected by Seller and acceptable to the Purchaser, acting reasonably. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles applied on a basis consistent with Seller's past practice and applying the accounting policies, including inventory valuation policies, applied by the Seller in preparing the Most Recent Balance Sheet. Based on the Closing Balance Sheet, Seller will also deliver to Purchaser, within ten (10) business days after delivery of the Closing Balance Sheet, its proposed calculation of Net Assets of the Business and the adjustment, if any, to be made to the Purchase Price in accordance with Section 1.05(e) below. For purposes of this Agreement, "Net Assets" shall ---------- mean the total assets (excluding cash) of the Business to be transferred to Purchaser less the total liabilities of the Business to be assumed by Purchaser as of the Closing Date.
Closing Statement Preparation. Within 60 days after the Closing, Buyer shall prepare or cause to be prepared a statement (the “Closing Statement”) setting forth in reasonable detail and with reasonable supporting documentation its calculation of the Purchase Price, including the calculation of Working Capital at Closing. Buyer shall prepare the Closing Statement in accordance with this Agreement and, to the extent not inconsistent with this Agreement and otherwise applicable to the particular calculation, GAAP and the Company’s accounting practices as of August 31, 2010. Additionally, to the extent that during the 60-day period following Closing the Company collects Accounts Receivable which were outstanding for over 120 days as of the Closing and, therefore, not included in the calculation of Working Capital on the Estimated Statement, Buyer shall include any such collected amounts in its calculation of Working Capital on the Closing Statement.
Closing Statement Preparation. Buyer will prepare and deliver to the Members within 90 days after the Closing Date a statement (the “Closing Statement”) which sets forth (i) an unaudited balance sheet of the Company as of the Closing Date, and (ii) a good faith estimate of each of the Closing Indebtedness and the Transaction Expenses.
Closing Statement Preparation. The Buyer will prepare and deliver to the Sellers’ Agent within sixty (60) days after the Closing Date a statement (the “Closing Statement”) which sets forth (i) an unaudited balance sheet of the Company as of the Closing Date, (ii) a calculation of Closing Indebtedness, (iii) a calculation of Closing Cash, and (iv) a calculation of the Transaction Expenses. The Closing Statement and the calculations and determinations related thereto will be prepared in good faith from the Company’s books and records and calculated in accordance with GAAP consistent with the Company’s past accounting methods and practices.
Closing Statement Preparation. Within sixty (60) days after the Closing Date, Xxxxx shall prepare and deliver to Seller a statement (the “Closing Statement”) setting forth a calculation of (i) the Accrued Leave Liability, (ii) the Upfront Payment,
