Draft Closing Balance Sheet Sample Clauses
Draft Closing Balance Sheet. As soon as practicable following the Closing, Buyer shall prepare a balance sheet of the Company on a consolidated basis as of the time immediately prior to the effective time of the Closing (the “Draft Closing Balance Sheet”), which shall also include a calculation of Net Working Capital. The Draft Closing Balance Sheet shall be prepared in conformity with GAAP applied on a basis consistent with that applied in the preparation of the Financial Statements with only such deviations from GAAP as are set forth in Schedule 1.5(b). Buyer will deliver the Draft Closing Balance Sheet to Seller not later than sixty (60) days following the Closing Date.
Draft Closing Balance Sheet. (a) Within 60 days after the Closing Date, Vendor shall prepare and deliver to Purchaser a draft consolidated balance sheet (the "Draft Closing Balance Sheet") for the Business as of the close of business on the Closing Date. The Draft Closing Balance Sheet shall be prepared in accordance with Vendor's normal accounting principles, practices and procedures which were used in preparing the Reference Balance Sheet, subject to the provisions of paragraph (b) of this Section 3.
Draft Closing Balance Sheet. Within sixty (60) days following the Closing Date, Parent shall cause the Surviving Corporation to prepare and deliver to the Equityholders’ Representative a balance sheet of the Company as of immediately prior to the Effective Time (the “Draft Closing Balance Sheet”), together with a statement (the “Adjustment Statement”) setting forth in reasonable detail the Surviving Corporation’s calculation of the Closing Equity Payment based on the applicable amounts set forth in the Draft Closing Balance Sheet. The Draft Closing Balance Sheet shall be prepared in good faith and in accordance with GAAP applied on a basis consistent with the preparation of the Interim Balance Sheet.
Draft Closing Balance Sheet. Within 45 calendar days after the Closing Date, NLC Holding shall, at the Company’s expense, prepare and deliver to Lender NLC: (i) a consolidated balance sheet of the Borrower and its Subsidiaries prepared in accordance with Section 7.6 and consistent with the methods and practices set forth in Annex A (the “Draft Closing Balance Sheet”); (ii) a calculation based on the Draft Closing Balance Sheet setting forth the Adjusted Tangible Net Book Value as of the Closing Date (the “Draft Closing Adjusted Tangible Net Book Value”); and (iii) a certificate of an executive officer of NLC Holding certifying that the Draft Closing Balance Sheet and the calculation of the Draft Closing Adjusted Tangible Net Book Value were prepared in accordance with Section 7.6 and consistent with the methods and practices set forth in Annex A. The Borrower shall give, and shall cause its advisors to give, NLC Holding and its advisors reasonable access to such books, records and personnel of the Borrower and its Subsidiaries and their respective accountants as may be reasonably necessary to enable NLC Holding to prepare the Draft Closing Balance Sheet and the calculation of the Draft Closing Adjusted Tangible Net Book Value.