Effective Date Balance Sheet. (a) As promptly as practicable, but no later than 60 days after the Closing Date, Seller will cause to be prepared and delivered to Buyer the Effective Date Balance Sheet and a certificate based on such Effective Date Balance Sheet setting forth Seller’s good faith calculation of the Effective Date Net Working Capital Amount. The Effective Date Balance Sheet (the “Effective Date Balance Sheet”) shall (x) fairly present the consolidated financial position of the Company and the Subsidiaries as of the Effective Date (taking into account the distribution of the Distributed Assets as contemplated by Section 9.02(c)) in accordance with GAAP applied on a basis consistent with those used in the preparation of the Balance Sheet, (y) include line items substantially consistent with those in the Balance Sheet and (z) be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Balance Sheet.
(b) If Buyer disagrees with Seller’s calculation of the Effective Date Net Working Capital Amount delivered pursuant to Section 2.03(a), Buyer may, within 20 days after delivery of the documents referred to in Section 2.03(a), deliver a notice to Seller disagreeing with such calculation which specifies Buyer’s calculation of such amount and, in reasonable detail, Buyer’s grounds for such disagreement. Any such notice of disagreement shall specify those items or amounts as to which Buyer disagrees, and Buyer shall be deemed to have agreed with all other items and amounts contained in the Effective Date Balance Sheet and the calculation of the Effective Date Net Working Capital Amount delivered pursuant to Section 2.03(a).
(c) If a notice of disagreement shall be duly delivered pursuant to Section 2.03(b), Buyer and Seller shall, during the 15 days following such delivery, use commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of the Effective Date Net Working Capital Amount, which amount shall not be more than the amount thereof shown in Seller’s calculation delivered pursuant to Section 2.03(a) nor less than the amount thereof shown in Buyer’s calculation delivered pursuant to Section 2.03(b). If, during such period, Buyer and Seller are unable to reach such agreement, they shall promptly thereafter cause independent accountants of nationally recognized standing reasonably satisfactory to Buyer and Seller (who shall not have any material...
Effective Date Balance Sheet. The interim financial balance sheet of MT as of the Effective Date prepared by MT and audited by Ernst & Young AG, Wirtschaftsprüfungsgesellschaft Hamburg (see Clauses 2.2(a) and 2.2(b)).
Effective Date Balance Sheet. (a) Immediately upon signing of this Agreement, the Purchaser shall ensure that MT prepares an interim financial balance sheet as per the Effective Date in accordance with German GAAP ensuring that such rules are applied in a manner consistent with past policies, procedures and practices used to create the financial statements of MT as per 31 December 2006 and 31 December 2005. The interim financial balance sheet shall be prepared on a going concern basis disregarding (i) the transaction contemplated herein or any effects resulting there from or the announcement thereof as well as (ii) any costs related to the integration of MT into the Hxxxxx’x Group (meaning all companies affiliated to Hxxxxx in the sense of Sections 15 et seq. of the German Stock Corporation Act).
(b) The Purchaser shall retain Ernst & Young, Hamburg, who shall audit the interim financial balance sheet (the audited interim financial balance sheet herein referred to as the Effective Date Balance Sheet). The Purchaser shall ensure that the preparation as well as the audit of the interim financial balance sheet is finalized within 60 days after the Signing Date and, thereafter, immediately submitted to the Parties. The Purchaser shall pay the costs and expenses of the preparation as well as of the audit of the interim financial balance sheet.
(c) If, within a period of 30 days following receipt of the Effective Date Balance Sheet, no Party gives written notice to the other Parties of objection to the Effective Date Balance Sheet, it shall be deemed to be final and binding upon the Parties. If one or more Parties give such a written notice of objection within said period, the Parties will negotiate in good faith to settle said dispute within an additional period of 30 days after receipt of the written notice and, if failing such agreement, the specific items in dispute shall be referred to an independent expert appointed by the Parties. In the event that the Parties fail to agree on such independent expert within an additional period of two weeks, an independent auditor/auditing firm shall be appointed by the Auditors’ Institute (IDW) in Txxxxxxxxx Xxxxxx 00, 00000 Xxxxxxxxxx, Xxxxxxx. The independent expert or, as the case may be, the independent auditor/auditing firm (the “Independent Expert”) shall determine the matters in dispute on the basis of the standards set forth in Clause 2.2(a) and within the range of the dispute between the Parties. The decision of the Independent Expert shall ...
Effective Date Balance Sheet. Within thirty (30) days after the Closing Date, the Company shall prepare and deliver to Buyer and the Designated Principals a consolidated balance sheet of the Company, the Sub S Holding Corporation and the Subsidiaries as of the close of business on the day immediately prior to the Effective Date prepared in accordance with GAAP on a basis that is consistent with the Financial Statements (the "Effective Date Balance Sheet"), except that the Effective Date Balance Sheet shall include accruals for (i) accrued vacation pay of four hundred thousand dollars ($400,000), (ii) stay/termination bonus obligations of the Company of three hundred fifty-thousand dollars ($350,000), and (iii) an amount due to the Designated Principals equal to] the excess of the sum of the cash and accounts receivable reflected on the Effective Date Balance Sheet over the sum of the accounts payable reflected on the Effective Date Balance Sheet and the accruals specified in clauses (i) and (ii) of this Section 2.2(a) (the "Additional Cash Amount Due Sellers").
Effective Date Balance Sheet. Effective Date Balance Sheet has the ---------------------------- meaning set forth in Section 2.6(b).
Effective Date Balance Sheet. Earnings Treatment
Effective Date Balance Sheet. The Effective Date Balance Sheet shall be prepared by the Company in accordance with GAAP, except as noted on Schedule 1.4. Such Schedule 1.4 shall specify whether and to what extent the scheduled deviations from GAAP shall impact the financial information included in the Effective Date Balance Sheet, but shall not otherwise affect the Effective Date Balance Sheet or be included in the calculation of the Modified Tangible Net Worth of the Company. Buyer shall have reasonable input into the preparation and verification of such Effective Date Balance Sheet. The Company and the Members shall promptly deliver a copy of the Effective Date Balance Sheet to Buyer after the completion thereof, but not less than two (2) business days prior to the Closing.
Effective Date Balance Sheet. (a) Prior to December 31, 1998, the Vendor and the Purchaser shall participate in the preparation of and shall cause their respective employees to participate in the preparation of, and the Vendor shall deliver to the Purchaser, the Effective Date Balance Sheet. The Effective Date Balance Sheet shall be prepared and audited in accordance with Canadian generally accepted accounting principles consistent with the accounting policies, practices and procedures for the Vendor, except as may otherwise be required pursuant to this Article 2 and shall be audited by PricewaterhouseCoopers (Toronto) ("PricewaterhouseCoopers"), in accordance with Canadian generally accepted auditing standards and accompanied by a written opinion thereon. Each of the Purchaser and the Vendor shall have the right to consult, at reasonable times and with reasonable notice, with PricewaterhouseCoopers and appropriate representatives of the Vendor during the preparation and audit of the Effective Date Balance Sheet. The Effective Date Balance Sheet (x) shall be prepared without regard to (A) any effect from the closing of the transactions contemplated hereby or any financing relating thereto, (B) the Purchaser's existing or future plans to modify or adjust the business, operations or accounting practices of the Purchased Business after the Closing Time, or (C) adjustments relating to the recording of the disposition by the Vendor; and (y) shall reflect all required audit adjustments exceeding $10,000.00, in the net aggregate amount, as determined by PricewaterhouseCoopers to be necessary in order that the Effective Date Balance Sheet will comply with Canadian generally accepted accounting principles on a basis consistent with such prior accounting policies, practices and procedures. The cost of preparing the Effective Date Balance Sheet shall be borne by the Vendor.
(b) The Effective Date Balance Sheet shall set forth a calculation of Net Assets together with the report of PricewaterhouseCoopers.
(c) Following the delivery of the Effective Date Balance Sheet (and, if applicable, the Adjusted Effective Date Balance Sheet) to the Vendor and the Purchaser and the execution by the Vendor and the Purchaser of standard indemnity releases in favour of PricewaterhouseCoopers, the Vendor shall provide the Purchaser with access to the working papers of PricewaterhouseCoopers relating thereto.
(d) Provided that neither party will object to the calculation of the amount of Net Assets if the disputed ...
Effective Date Balance Sheet. The term "Effective Date Balance Sheet" shall mean a balance sheet prepared as of immediately prior to the Effective Date in accordance with Seller's historic practices to reflect only the Assets being transferred to the Buyer and the Assumed Liabilities being assumed by the Buyer, based upon the historical values of such Assets and Assumed Liabilities on the books of the Seller.
Effective Date Balance Sheet. Within 90 days after the Effective Date, Seller will prepare with Purchaser's cooperation and deliver to Purchaser a pro-forma combined balance sheet of the Operations as of the Effective Date prepared on the basis of German GAAP and the principles set forth in Schedule 3.2.
A. Within 120 days after the Effective Date, Seller will provide Purchaser with a reconciliation to US GAAP of such pro-forma combined balance sheet in accordance with the principles set forth in Schedule 3.2.
A. Both such pro-forma combined balance sheets will be prepared with assistance from Purchaser so as to reduce potential areas of disagreement relating to such balance sheet. Seller will use its best efforts in engaging KPMG, Seller's independent accountants, on the basis that they will (i) express an audit opinion and confirm that the accounting policies used in the preparation of both pro-forma combined balance sheets are consistent with those used in the preparation and reconciliation to US GAAP of the audited pro-forma combined financial statements for the fiscal year ended September 30, 1999 and (ii) provide Purchaser and its independent accountants access to its workpapers, the form and content of which will be consistent with those as of September 30, 1999. The procedures for finalizing the Effective Date Balance Sheet (including procedures to resolve disputes) are contained in Schedule 3.2.B.
