Delivery of Closing Date Balance Sheet Sample Clauses

Delivery of Closing Date Balance Sheet. (i) No later than 90 days after the Closing Date, Purchaser shall deliver to Seller the Closing Date Statement setting forth the Closing Date Assets and Closing Date Liabilities. (ii) Seller shall have 45 days from its receipt of such statement to notify Purchaser in writing of any objections to any item or items on the Closing Date Statement (an "Objection Notice"). Any Objection Notice shall specify the item or items in dispute (a "Disputed Item" or "Disputed Items"). Any Disputed Item shall be resolved in the manner set forth in Section 2.02(d) below. (iii) If (A) Seller does not deliver an Objection Notice within 45 days of its receipt of the Closing Date Statement, (B) Seller acknowledges in writing that the Closing Date Statement is accurate or (C) Purchaser and Seller resolve all Disputed Items in accordance with Section 2.02(d) below, then the Closing Date Statement shall be final, binding and conclusive on all parties.
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Delivery of Closing Date Balance Sheet. (i) No later than ninety (90) days after the Closing Date, Purchaser shall deliver to Seller the Closing Date Statement setting forth the Closing Date Assets and Closing Date Liabilities. (ii) Seller shall have thirty (30) days from its receipt of such statement to notify Purchaser in writing (a "Notice") of any objections to any item or items on the Closing Date Statement. Any such Notice shall specify the item or items in dispute (a "Disputed Item" or "Disputed Items"). Any Disputed Item shall be resolved in the manner set forth in Section 1.03(d) below. (iii) If either (A) Seller does not deliver to Purchaser a Notice of Disputed Items within thirty (30) days of its receipt of the Closing Date Statement, (B) Seller acknowledges in writing that the Closing Date Statement is accurate or (C) Purchaser and Seller resolve all Disputed Items in accordance with Section 1.03(d) below, then the Closing Date Statement (in the case of clause (C) above, as adjusted for the resolution of any Disputed Items) shall be final, binding and conclusive on all parties.
Sample 1
Delivery of Closing Date Balance Sheet. As soon as reasonably practicable after the Closing Date and in any event not later than 60 days thereafter, the Purchaser shall prepare and deliver to the Vendor the Closing Date Balance Sheet. A draft of the Closing Date Balance Sheet shall be provided to the Vendor and its auditors for review and discussion as soon as it is available and in any event no later than 45 days after the Closing Date. The Parties shall cooperate fully in the preparation of the Closing Date Balance Sheet. If the Vendor does not object to any item on the Closing Date Balance Sheet, the Vendor and the Purchaser shall countersign the Closing Date Balance Sheet which shall then be final and binding on the Vendor and the Purchaser and shall constitute the Closing Date Balance Sheet for all purposes of this Agreement.
Sample 1
Delivery of Closing Date Balance Sheet. In order to determine any Working Capital Price Adjustment, within sixty (60) days following the Closing Date, PURCHASER, at its expense, shall prepare and deliver to SELLER a balance sheet (the “Closing Date Balance Sheet”) setting forth the Net Working Capital as of September 30, 2011 (the “Closing Date Net Working Capital”) and reflecting all components (and the amounts thereof) necessary to compute the Closing Date Net Working Capital. The Closing Date Balance Sheet shall be on a basis consistent with what was used by SELLER in preparation of the Piracicaba Pro Forma Balance Sheet. The Closing Date Net Working Capital reflected on the Closing Date Balance Sheet will be determined in good faith and on a basis consistent with that used in the preparation of the Target Net Working Capital. SELLER shall have the right to review the Closing Date Balance Sheet for a period of thirty (30) days following the delivery of the Closing Date Balance Sheet by PURCHASER (the “Review Period”).
Sample 1
Delivery of Closing Date Balance Sheet. (i) No later than 90 days after the Closing Date, Purchaser shall deliver to Seller the preliminary Closing Date Balance Sheet (the "Preliminary Statement"); provided, in lieu of the amount of the Closing Date Receivables, the Preliminary Statement shall include the Accounts Receivable of the Company (net of reserves) as of the Closing Date. (ii) Seller shall have forty-five (45) days from its receipt of the Preliminary Statement to notify Purchaser if it objects to any item on the Preliminary Statement. Any such notice shall specify the item or items in dispute (a "Disputed Item" or "Disputed Items"). (iii) If either (A) Seller does not deliver to Purchaser its objections in writing to the Preliminary Statement within forty-five (45) days of its receipt of such statement, or (B) Seller acknowledges in writing that the Preliminary Statement is accurate, the Preliminary Statement shall be final, binding and conclusive on all parties. (iv) Within thirty (30) days after the later of (A) the Collection Date, (B) the date the Preliminary Statement is finally determined in accordance with clause (iii) above or (C) all Disputed Items are resolved, Purchaser shall deliver to Seller the Closing Date Balance Sheet, setting forth the Closing Date Receivables, which is the only change that shall be made by Purchaser to the final version of the Preliminary Statement. (v) Seller shall have thirty (30) days from its receipt of the Closing Date Balance Sheet to notify Purchaser if it objects to the Closing Date Receivables (which is the only item on the Closing Date Balance Sheet which the parties may dispute as a Disputed Item). (vi) If either (A) Seller does not deliver to Purchaser its objections in writing to the Closing Date Balance Sheet within thirty (30) days of its receipt of such statement, or (B) Seller acknowledges in writing that the Closing Date Balance Sheet is accurate, the Closing Date Balance Sheet shall be final, binding and conclusive on all parties.
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Delivery of Closing Date Balance Sheet. The Company shall have delivered to Standard the Closing Date Balance Sheet as required by Section 6.13 hereof.
Sample 1
Delivery of Closing Date Balance Sheet. The Company shall deliver to Parent true, correct and complete copies of (a) the unaudited balance sheet of the Company on or immediately prior to the Closing Date (the “Company Closing Balance Sheet”; and the date thereof being the “Company Closing Balance Sheet Date”), and (b) a schedule of all outstanding accounts receivable and accounts payable of the Company on the Closing as of the Closing Date.
Sample 1
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Delivery of Closing Date Balance Sheet. The Company shall deliver to Buyer, not later than the 60th day after the Closing Date, a consolidated balance sheet of the Company as of the close of business on the day prior to the Closing Date (the “Closing Date Balance Sheet”), together with the Closing Date AR and WIP Schedule. The President and the Chief Financial Officer of the Company shall certify as to the accuracy and completeness of the Closing Date Balance Sheet and the Closing Date AR and WIP Schedule in a certificate executed by each of them that shall be in the form attached as Schedule 1.3(d).
Sample 1

Related to Delivery of Closing Date Balance Sheet

  • Closing Date Balance Sheet a. Not later than sixty (60) days after the Closing, Seller shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date". b. Without charge by Purchaser, Purchaser shall cause its and the Company's employees to cooperate reasonably and on a timely basis and to assist Seller with the preparation of the Closing Date Balance Sheet, and shall make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, and Seller shall make available its work papers for confidential inspection and review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information that contains competitively sensitive information concerning Seller's or any of Seller's Affiliate's unrelated operations, contracts, customers, pricing, costs, or related matters.

  • Closing Balance Sheet (i) As soon as practicable (and in no event later than 45 days after the Closing) the Company shall prepare and deliver to the Parent and the Shareholders' Representative a proposed actual closing consolidated balance sheet of the Company and its subsidiaries as of the opening of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the Audited Balance Sheets. Simultaneously with the preparation and delivery of the Closing Balance Sheet, the Company shall prepare and deliver to the Parent and the Shareholders' Representative a statement of "Closing Net Worth," defined herein as total assets, including cash, less total liabilities, excluding the outstanding balance of the Crestar Loan, each as set forth in the Closing Balance Sheet. (ii) If neither the Parent nor the Shareholders' Representative objects to the determination by the Company of the Closing Net Worth by written notice of objection (the "Notice of Objection") delivered to the other party within 20 days after the receipt of such statement, such Notice of Objection to describe in reasonable detail such party's proposed adjustments to the Closing Net Worth, the proposed Closing Net Worth shall be deemed final and binding. (iii) If either party delivers a Notice of Objection in respect of the Closing Net Worth, then any dispute shall be resolved in accordance with paragraph (b) of this Section 2.9. (iv) During the period that the Parent and the Shareholders' Representative are conducting their review of the determination of the Closing Net Worth, and subsequent to issuance of the Closing Balance Sheet, Parent and the Shareholders' Representative and their respective representatives shall have reasonable access during normal business hours to the workpapers, schedules, memoranda, and all of the documents, including accounting records and other information arising after the Closing Date, prepared or reviewed by the Company and its employees related to or arising in connection with the preparation of the Closing Balance Sheet and the determination of the Closing Net Worth. (v) The Company will make the work papers prepared in connection with its preparation of the Closing Balance Sheet available to each of the Parent and the Shareholders' Representative and their respective representatives at reasonable times and upon reasonable notice subsequent to the completion of their review of the Closing Balance Sheet and at any time during the resolution of any objections raised by any party with respect to the Closing Balance Sheet and the determination of the Closing Net Worth.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 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 Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such 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. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees 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. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 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 Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Closing Date Delivery 2 2.1 Closing.........................................................................................2

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Initial Closing Date (a) A meeting has taken place on the Initial Closing Date at the offices of Xxxxx & Xxxxx LLP, 00 Xxxx Xxxxxx, Xxxxxx Xxxxx, Xxxxxx X00 0XX at which the Seller delivered to the Mortgages Trustee or its representative the following documents: (i) two originals of the power of attorney dated as at the Initial Closing Date and substantially in the form set out in Schedule 5 hereto, duly executed by the Seller; (ii) a duly executed assignment of all applicable insurance contracts dated as at the Initial Closing Date and in the form of the Assignment of Insurance Contracts substantially in the form set out in Schedule 8; (iii) a certificate of a duly authorised officer of the Seller dated as at the Initial Closing Date attaching a copy of the board minute of the Seller authorising its duly appointed representatives to agree the sale of the Portfolio and authorising execution and performance of this Agreement, the Servicing Agreement, the other Transaction Documents to which the Seller is a party (in any capacity) and all of the documentation to be entered into pursuant to this Agreement and confirming that the resolutions referred to therein are in full force and effect and have not been amended or rescinded as at the date of the certificate; (iv) a duly executed assignment and assignation of rights against third parties comprised in the Initial Portfolio dated as at the Initial Closing Date and in the form of the Assignment of Third Party Rights substantially in the form set out in Schedule 7; (v) a solvency certificate from an authorised signatory of the Seller dated the Initial Closing Date in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vi) an updated, complete and accurate list of the Loans and their Related Security in the Initial Portfolio which may be provided in a document stored upon electronic media (including, but not limited to, a CD-ROM) in a form acceptable to the Mortgages Trustee, Funding 1 and the Funding 1 Security Trustee (each acting reasonably); (vii) a Scottish Declaration of Trust in respect of the Scottish Loans and their Related Security in the Initial Portfolio in the form set out in Schedule 13 and with the annexure thereto duly completed, duly executed by the Seller, the Mortgages Trustee and Funding 1; and (viii) a duly executed data transfer agreement. (b) The parties hereto acknowledge that completion on the Initial Closing Date of the sale to the Mortgages Trustee of all of the Seller's rights, titles, interests and benefits in and to the Loans and their Related Security comprised in the Initial Portfolio subject to the terms and provisions of the Mortgages Trust Deed shall occur as indicated in this Clause 3, provided that the matters described in Clause 6 and Clause 7.4 shall not occur until the relevant time indicated in Clause 6 or, as applicable, Clause 7.4. 3.2 The Seller undertakes that from the Initial Closing Date until the perfection of the sale in accordance with Clause 6, the Seller shall hold the Title Deeds and Customer Files relating to the Portfolio that are in its possession or under its control or held to its order to the order of the Mortgages Trustee. 3.3 The Seller shall, as soon as reasonably practicable after the sale of the Initial Portfolio on the Initial Closing Date procure that the interest of the Mortgages Trustee is noted by the relevant insurers in relation to each Seller Insurance Policy (applicable at such time). 3.4 Subject to fulfilment of the conditions referred to in Clauses 2.2 and 3.1, the Seller was paid the Initial Purchase Price of £2,505,373,309 by CHAPS transfer (or as the Seller otherwise directed) by the Mortgages Trustee on the Initial Closing Date.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Delivery of Earnings Statements As soon as practicable, the Company will make generally available to its security holders and to the Representative an earnings statement or statements of the Company and its subsidiaries which will satisfy the provisions of Section 11(a) of the Act and Rule 158.

  • Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such consultation.

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