Effective Date Balance Sheet Sample Clauses

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. 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. Effective Date Balance Sheet has the ---------------------------- meaning set forth in Section 2.6(b).

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. Within forty-five (45) days after the Closing Date, Sellers shall deliver to Buyers the unaudited consolidated balance sheet of the Company and the Subsidiaries dated as of the Effective Date reflecting the transfer of the Transferred Assets and the assumption of the Transferred Liabilities prepared in accordance with generally accepted accounting principles, which are applied on a basis consistent to that of the preceding fiscal year, including the disclosure of material liabilities and material obligations that would normally be reflected on such balance sheet (the "Effective Date Balance Sheet"). The Sellers shall engage Ernst & Young, L.L.P. ("E&Y") to perform procedures agreed to by Buyers and Sellers, which will be in accordance with generally accepted auditing standards to specified elements, accounts or items of the Effective Date Balance Sheet. The Sellers will deliver E&Y's Statement of Factual Findings to Buyer along with the Effective Date Balance Sheet.

Effective Date Balance Sheet. (i) The Effective Date Balance Sheet (which is unaudited) shall be used by the Vendor and Purchaser for the purposes of initially determining the Adjusted Working Capital as at the Closing Date, subject to the adjustments after the Closing Date in accordance with the remaining provisions of this Section 2.5. (ii) No later than 75 days after the Closing Date, the Purchaser shall cause the Accounting Firm to prepare and deliver to the Purchaser and the Vendor the final Effective Date Balance Sheet (which shall be audited). The Purchaser and Vendor shall provide, or cause to be provided, to the Vendor and the Accounting Firm and their agents full (but non-exclusive) access to the relevant records of ▇▇▇▇▇▇ Energy to aid in the preparation of such balance sheet.

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) 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 H▇▇▇▇▇’▇ Group (meaning all companies affiliated to H▇▇▇▇▇ 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 T▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇. 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. Earnings Treatment