Delivery of Closing Balance Sheet. Within sixty (60) days following the Closing, Buyer will, in good faith and in accordance with the terms of this Section 2.9, prepare and deliver to Sellers’ Representative (i) its good faith calculation of the actual Cash Equivalents, actual Net Working Capital, actual Indebtedness, actual Capital Expenditure Amount and actual Closing Date Seller Expenses in each case of the Acquired Companies as of the Calculation Time (except that (x) Pre-Closing Income Taxes shall be determined as of the end of the day on the Closing Date and (y) such amounts shall be calculated after giving effect to the Reorganization and the Redemptions) (the “Final Closing Statement”), which Final Closing Statement shall be calculated after giving effect to the Reorganization and the Redemptions, and (ii) a consolidated balance sheet of the Acquired Companies as of the Calculation Time (calculated after giving effect to the Reorganization and the Redemptions) (the “Final Closing Balance Sheet”). Calculation of the Final Closing Statement and the Final Closing Balance Sheet shall be prepared and calculated in accordance with the Accounting Principles. For the avoidance of doubt, the calculation of the Purchase Price Adjustment as set forth in this Section 2.9 does not (i) permit the introduction of different accounting methods, policies, practices, procedures, conventions, classifications, definitions, principles, judgments, assumptions, techniques or estimation methodologies, including with respect to the nature of accounts, level of reserves or level of accruals, or (ii) permit the introduction of new or removal of existing balance sheet accounts or line items, in each case of (i) and (ii) from those required by the Accounting Principles, it being the agreement of the Parties that the Final Net Working Capital be calculated consistently with the Estimated Net Working Capital in order to allow a meaningful comparison of the Final Net Working Capital to the Estimated Net Working Capital. The Final Closing Balance Sheet shall be prepared, and the Final Net Working Capital shall be determined, in accordance with the Accounting Principles. The Final Closing Statement, the Final Closing Balance Sheet and the Net Working Capital, Cash Equivalents, Indebtedness, Closing Date Seller Expenses and Capital Expenditure Amount reflected therein shall (i) exclude the impact of any decisions made or actions taken or omitted by Buyer or the Acquired Companies following the Closing, (ii) not reflec...
Delivery of Closing Balance Sheet. (a) No later than ten Business Days prior to the Closing Date, Sellers shall deliver to Purchaser a copy of the audited balance sheet of Sellers (the "Closing Balance Sheet") as of the Balance Sheet Date, together with the notes thereto, accompanied by the reports thereon of Deloitte & Touche LLP, independent public accountants, or another "Big Five" independent accounting firm. The Closing Balance Sheet, together with the notes thereto, shall be prepared in accordance with GAAP applied on a consistent basis throughout the year covered thereby (except to the extent disclosed therein or required by changes in GAAP), and shall present accurately (x) the information purported to be presented therein and (y) the financial position of Sellers as of the Closing Balance Sheet Date and for the year then ended. Reserves shall be reflected on the Closing Balance Sheet against assets in amounts that have been established on a basis consistent with past practice and in accordance with GAAP. There shall be no changes in reserves of the Sellers since the Closing Balance Sheet Date other than changes in such reserves consistent with past practice in amounts not in the aggregate material.
(b) There shall be no Liabilities that are not reflected or reserved against in the Closing Balance Sheet other than such Liabilities as (i) were incurred in the ordinary course of business in a manner consistent with past practice since the Balance Sheet Date, or (ii) would not be required to be presented in financial statements or the notes thereto prepared in conformity with GAAP, applied in a manner consistent with past practice, in the preparation of the Interim Balance Sheet.
Delivery of Closing Balance Sheet. Seller will use its reasonable best efforts to cause to be prepared and delivered to Buyer within 45 days after the Closing Date (instead of within 60 days after the Closing Date) the Closing Balance Sheet and a schedule based on such Closing Balance Sheet setting forth Seller’s calculation of (i) Closing Stockholders Equity, (ii) the Purchase Price, (iii) Closing Repayable Debt and (iv) the Total Closing Payment.
Delivery of Closing Balance Sheet. The Buyer shall have received the Estimated Closing Balance Sheet pursuant to Section 2.4 herein.
Delivery of Closing Balance Sheet. As soon as practicable (but in any event within thirty (30) days) following the Closing Date, the Purchaser shall prepare and deliver to the Stockholders' Representative (i) a consolidated balance sheet (the "Closing Balance Sheet") of --------------------- the Company and its Subsidiaries reflecting the consolidated financial position of the Company and its Subsidiaries as of the close of business on the Closing Date, (ii) a statement (the "Closing Net Working Capital Statement") setting ------------------------------------- forth the Purchaser's computation of the Closing Net Working Capital as of the close of business on the Closing Date, and (iii) a notice (the "Purchaser's ----------- Notice of Adjustment") setting forth its proposed adjustment, if any, of the -------------------- Purchase Price as contemplated hereby. The Closing Balance Sheet shall be prepared in accordance with GAAP applied on a basis consistent with the Audited Balance Sheet. As used in this Agreement, the "Closing Net Working Capital" --------------------------- shall mean the total current assets minus the total current liabilities (excluding all Funded Indebtedness) of the Company and its Subsidiaries on a consolidated basis as reflected on the Closing Balance Sheet. Annex IV attached -------- hereto contains, among other things, an example prepared by the Company of its calculation of the consolidated net working capital of the Company and its Subsidiaries as of September 30, 2000.
Delivery of Closing Balance Sheet. Within 45 days after the Closing Date, Sellers' Representative shall cause to be prepared and shall deliver to Buyer the consolidated balance sheet of the Company (the "Closing Balance Sheet") as of the end of business on the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with the Company's pro forma consolidated balance sheet as of March 31, 1998. Based on the Closing Balance Sheet, the Sellers' Representative shall compute the Actual Closing Liabilities, the Actual Current Assets and the Final Purchase Price and attach a certificate to the Closing Balance Sheet setting forth the calculation of the Actual Closing Liabilities and the Actual Current Assets and the Final Purchase Price. Buyer shall provide Sellers' Representative and their accountants full access to the Company's books and records, any other relevant information concerning the Company (including work papers of the Company's accountants) and to any employees of the Company, and Buyer shall cooperate fully with Sellers' Representative, to the extent necessary for Sellers' Representative to prepare and determine the Closing Balance Sheet, Actual Closing Liabilities, Actual Current Assets and the Final Purchase Price. At 5:00 p.m. Virginia time on the 10th day after receipt thereof, Buyer shall be deemed to have accepted the Closing Balance Sheet, Actual Closing Liabilities, Actual Current Assets and the Final Purchase Price as proposed by Sellers' Representative
Delivery of Closing Balance Sheet. The Company shall deliver to Buyer the Closing Balance Sheet in a form reasonably acceptable to Buyer, with sufficient back-up detail necessary for Buyer to evaluate the accuracy of the Closing Balance Sheet (including schedules showing aged accounts payable, aged accounts receivable, and documentation verifying all special payment terms).
Delivery of Closing Balance Sheet. Palomar shall deliver a balance sheet dated as of the Closing Date prepared by Star and audited by Palomar's auditors within 60 days of the Effective Time (the "CLOSING BALANCE SHEET"). Such Closing Balance Sheet shall fairly present, in all material respects, the financial condition of Star as of the Closing Date and shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with Palomar's and Star's past practices. Palomar shall immediately repay to Coherent that amount by which the Net Book Value of Star is less than $0.00 as reflected on the Closing Balance Sheet, and Coherent shall cause any Permitted Dividend reflected on the Closing Balance Sheet to be paid directly to Palomar. Any such amounts to be paid by Palomar to Coherent shall also include interest at 12% per annum for the period between the Closing and the date of such payment. At the Closing, Coherent shall cause any amounts borrowed by Palomar from Fleet Bank on behalf of Star to be paid directly to Fleet Bank, which amounts shall not exceed $10 million and which amounts shall be reflected on the Certificate provided by Palomar pursuant to Section 6.2(h) hereof. Palomar shall pay any amounts in addition to the amounts that are paid by Coherent that are required to be paid to Fleet Bank so that the Aggregate Bank Liabilities (as such term is defined in the Fleet Letter Agreement) will not exceed the Borrowing Base (as such term is defined in the Fleet Letter Agreement) without reference to any Receivables of Star (as such term is defined in the Fleet Letter Agreement). Any such amounts to paid by Coherent to Fleet Bank at the Closing will be included as outstanding debt of Star in calculating the Net Book Value.
Delivery of Closing Balance Sheet. Within 45 days after the Closing Date, Sellers shall prepare HRM's balance sheet as of the close of business on the Closing Date (the "Closing Balance Sheet"), setting forth the actual net Assets as of the Closing Date (the "Actual Net Assets") and the various components thereof. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles, consistently applied except as provided in this Agreement, and shall reflect the intercompany allocation of compensation
Delivery of Closing Balance Sheet. As promptly as practicable, but no later than 90 days after the Closing Date, the Seller will cause to be prepared and delivered to the Buyer a special purpose balance sheet of the Company (including the notes thereto, the "Closing ------- Balance Sheet"). The Closing Balance Sheet shall be based on an audited balance ------------- sheet of the Company as of December 31, 1999 prepared in accordance with Mexican GAAP and the following principles which, in the event of conflict with Mexican GAAP, shall control: (i) Specified Equipment owned by Zenith Texas shall be - included in the Closing Balance Sheet as though owned by the Company and valued at the amount shown on the Greenwich Industrial Services, LLC appraisal, dated April 1, 1998, less depreciation expense from August 7, 1998 through December 31, 1999, plus capital expenditures from August 7, 1998 through December 31, 1999 approved by the Buyer, (ii) Specified Real Property consisting -- of the Trailer Parking Area shall be valued at $550,000 and all other Specified Real Property shall be valued at the amount shown on the Insignia/ESG, Inc. report, dated April 1998, less depreciation expense from August 7, 1998 through December 31, 1999, plus capital expenditures from August 7, 1998 through December 31, 1999 approved by the Buyer and (iii) any line items reflecting --- inventory owned by the Company shall be eliminated. The Closing Balance Sheet must be reasonably acceptable to the Buyer.
