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. (a) Within sixty (60) days after the Closing Date, Purchaser will prepare and deliver to Seller a balance sheet of Company as of the Effective Time (the "Effective Date Balance Sheet"). The Effective Date Balance Sheet will be prepared utilizing United States generally accepted accounting principles ("GAAP") consistent with past practices, accounting principles and the policies and procedures specified on Schedule 1 hereto (the "Procedures"). Purchaser will ---------- retain KPMG LLP (the "Auditing Firm") to audit the Effective Date Balance Sheet and to render its report thereon, as addressed to Purchaser and Seller, stating that the Effective Date Balance Sheet has been prepared in accordance with the terms of this Section 1.6(a) and setting forth Working Capital Shortfall (as defined in Section 1.6(e)) and the Excess Debt Amount (as defined in Section 1.6(e)), if any. Such report of the Auditing Firm will be delivered by Purchaser to Seller together with the Effective Date Balance Sheet. The date on which the Effective Date Balance Sheet, and the report thereon of the Auditing Firm is received by Seller is referred to herein as the "First Delivery Date." Purchaser shall be responsible for all fees of Auditing Firm relating to the preparation of the Effective Date Balance Sheet.
(b) The Effective Date Balance Sheet will be deemed to be the final, binding and conclusive Effective Date Balance Sheet (the "Final Effective Date Balance Sheet") for all purposes on the thirtieth (30th) day after the First Delivery Date unless Seller delivers to Purchaser written notice of its disagreement (a "Notice of Disagreement") on or prior to such date specifying in reasonable detail the nature of Seller's objections to the Effective Date Balance Sheet. Within such thirty (30) day period, Purchaser and the Company shall provide Seller and its auditors with reasonable access during normal business hours to the accounts and records of the operations of Company relating to the Effective Date Balance Sheet. Seller shall not make any objection in the Notice of Disagreement concerning any individual item on the Effective Date Balance Sheet, unless Seller asserts that the Effective Date Balance Sheet was not prepared in accordance with the terms of Section 1.6(a) with respect to such item and that as a result thereof the Effective Date Balance Sheet does not accurately set forth the calculation of the Working Capital Shortfall or Excess Debt Amount; provided, however, that no No...
Effective Date Balance Sheet. Within 15 days after the Closing, CDS shall deliver to SDRC the Effective Date Balance Sheet, prepared in accordance with Section 2.2. Upon delivery of the Effective Date Balance Sheet by CDS, the net tangible book value shown thereon shall be not less than $2,000,000 and, to the knowledge of CDS at such time, shall fairly present the net tangible book value of the Acquired CDS Business and shall otherwise be accurate in all material respects.
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. As promptly as practicable, but in any event within seventy-five (75) calendar days following the Closing Date, Purchaser shall deliver to ABB (i) an unaudited combined statement of assets and liabilities of the OGP Business, excluding the Excluded Assets and Excluded Liabilities and including, for the avoidance of doubt, the Provisionally Retained Businesses (the “Effective Date Balance Sheet”), if any, as of the last calendar day of the calendar month immediately preceding the Closing Date or, if such date is the last calendar day of the month, as of the Closing Date (the “Effective Date”), (ii) a report setting forth the Net Intercompany Balance and the related Intercompany Settlement Payment and (iii) a report setting forth the Stub Payment and the related adjustment to the Initial Purchase Price, based on the Closing Date Acknowledgement (collectively, the “Purchase Price Documentation”). The Effective Date Balance Sheet shall be prepared in accordance with the Closing Accounting Principles, and with the cooperation of, and in consultation with, ABB. Purchaser shall, and shall cause the Purchaser Affiliates to, and Purchaser shall use its reasonable efforts to cause the officers, employees, authorized agents, Purchaser’s Accountants, counsel and other representatives of Purchaser (the “Purchaser Representatives”) to afford ABB and the officers, employees and authorized agents, ABB’s Accountants, counsel and other representatives of ABB (the “ABB Representatives”) reasonable access, during normal business hours, to the offices, employees, properties, plants, other facilities, books and records of Purchaser and the OGP Purchasers, as the case may be, with respect to the OGP Business reasonably required by ABB and/or the ABB Representatives for the purpose of participating in the preparation of the Purchase Price Documentation and/or for the purpose of agreeing or settling any dispute in relation thereto and to allow ABB and the ABB Representatives to take copies of such documents; provided, however, that Purchaser’s Accountants or any other auditors or accountants of Purchaser or any Purchaser Affiliate shall not be obliged to make any work papers available to any Person unless and until such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants.
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. As soon as practical (and in no event later than 60 days after the Closing Date), Buyer shall cause to be prepared and delivered to the Sellers (i) a balance sheet for the Company dated as of the Effective Date (the "Effective Date Balance Sheet"), and (ii) a calculation of the Purchase Price Adjustment, including such schedules and data as may be appropriate to support such calculation. The Effective Date Balance Sheet shall be an audited statement prepared by Buyer's accountants, Deloitte & Touche LLP. The Sellers and their accountants shall be entitled to review the Effective Date Balance Sheet, Buyer's calculations of the Purchase Price Adjustment, and any working papers, trial balances and similar materials relating to the Effective Date Balance Sheet prepared by Buyer or its accountants. Buyer shall also provide Sellers and their accountants with timely access, during Buyer's normal business hours, to Buyer's personnel, properties, books and records to the extent related to the determination of the Purchase Price Adjustment.
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. 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. 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.
