Final Balance Sheet. Within 15 days following the Closing, Seller shall deliver to Buyer a balance sheet reflecting the assets used in the operation of Seller’s Business and of the Assumed Liabilities as of the Closing Date, prepared in accordance with GAAP, consistently applied, and consistent with and on the same Basis as the Preliminary Balance Sheet, that shall reflect Seller’s computation of the
(i) Net Book Value of Accounts Receivable less Seller’s accrued volume rebates, (ii) Net Book Value of Inventories (based on the Physical Inventory and giving effect to adjustments for additions to and sales from Inventories from the time of the Physical Inventory through the Closing Date), and (iii) Prepaid Inventory (the “Closing Balance Sheet”), along with a certification as to the accuracy of the Closing Balance Sheet, which constitutes a representation by Seller pursuant to Section 3.7 of this Agreement. Buyer shall have a period of 15 business days from the time Buyer is delivered the Closing Balance Sheet to review the Closing Balance Sheet and notify Seller in writing whether Buyer disputes the Closing Balance Sheet. If Buyer does not so notify Seller, Buyer shall be deemed to have accepted the Closing Balance is required to provide Buyer includes all estimated assets used in Seller’s Business rather than just the Acquired Assets, for the sake of simplicity.
Final Balance Sheet. Purchaser shall assist Seller, as reasonably requested by Seller, in the preparation of the Proposed Balance Sheet and the Final Balance Sheet, as such terms are defined in the Acquisition Agreement.
Final Balance Sheet. On the Closing Date and promptly following the Closing, representatives of the Purchaser and Seller shall jointly survey, measure and calculate the coal inventory using the inventory methodology set forth on Annex I, which coal inventory calculation shall be used in determining the Proposed Net Working Capital. Within 90 days following the Closing Date, the Purchaser shall prepare and deliver to the Seller a notice (an “Adjustment Notice”), which shall include a consolidated balance sheet of the Company as of the Closing Date prepared in accordance with GAAP and the methodologies specified in Annexes I, II and III (the “Proposed Balance Sheet” and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Balance Sheet”) setting forth its calculation of (i) the Cash of the Company and its Subsidiaries as of the Closing Date (the “Proposed Cash Amount”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Cash Amount”), (ii) the Indebtedness of the Company and its Subsidiaries as of the Closing Date that was not paid by the Purchaser pursuant to Section 2.3(c) or previously satisfied prior to the Closing (the “Proposed Indebtedness Amount”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Indebtedness Amount”), (iii) the Closing Date Net Working Capital (the “Proposed Net Working Capital”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.4, the “Final Net Working Capital”), and
Final Balance Sheet. (a) The Purchaser and the Principal, acting reasonably and in good faith, covenant and agree to fully co-operate to complete the Final Balance Sheet, in form satisfactory to the Purchaser and Principal and their respective auditors, all acting reasonably, within 30 days of the Closing Date (the "Delivery Date"). Unless notice in writing (the "Dispute Notice") is received by either party from the other raising a dispute (the "Dispute") as to the final form or content of the Final Balance Sheet within twenty (20) Business Days of the Delivery Date (the "Deadline"), then the Final Balance Sheet shall be deemed to be final and binding upon all parties to this Agreement. If a Dispute Notice is received by either the Purchaser or the Principal from the other on or before the Deadline, the Dispute shall be settled by an independent chartered accountant (the "Independent Accountant") appointed under this section.
(b) If a Dispute Notice is received by either the Purchaser or the Principal on or before the Deadline, then the Purchaser and the Principal, acting reasonably and in good faith, shall jointly appoint the Independent Accountant and shall instruct the Independent Accountant to determine the Dispute within thirty (30) days following his appointment. Notwithstanding any other provision herein, the determination of the Independent Accountant as to the Dispute shall be final and binding upon all parties to this Agreement.
(c) If the Purchaser and the Principal fail to jointly appoint the Independent Accountant on or before the tenth (10th) Business Day following receipt by either of the Dispute Notice, then the Purchaser and the Principal shall within a further five (5) Business Days, each appoint one arbitrator. The arbitrators so appointed shall then meet and appoint an Independent Auditor. In the event that either the Purchaser or the Principal fails to appoint an arbitrator within the required time period, then the sole arbitrator appointed shall be entitled to select the Independent Accountant.
(d) The Independent Accountant shall have access to the books, accounts, records, vouchers, cheques, papers and documents of, or which may in any manner whatsoever affect the Filtran Group. The Principal and the Purchaser shall co-operate with the Independent Accountant and shall provide all information and documents reasonably requested by the Independent Accountant.
(e) All reasonable fees, disbursements and other costs and expenses associated with the determinat...
Final Balance Sheet. As soon as practicable following the date hereof (but in no event later than the tenth (10th) Business Days after the Company’s independent auditors complete the Company’s 2007 year end audit), Genzyme will prepare or cause to be prepared, and will provide to BioMarin, a balance sheet of the Company as of the Calculation Date prepared in good faith and in accordance with GAAP (the “Final Balance Sheet”), together with a written statement setting forth in reasonable detail its calculation of the Final Distribution in accordance with Section 2.9.1, based on the Final Balance Sheet (the “Distribution Statement”). Genzyme shall afford BioMarin reasonable access to the work papers used by Genzyme in the preparation of the Final Balance Sheet and the Distribution Statement. For illustrative purposes only, the attached Exhibit 3 is a model Final Balance Sheet and Distribution Statement, prepared as if the Calculation Date was November 30, 2007.
Final Balance Sheet. Section 1.4
Final Balance Sheet. IMNF has delivered at Closing the Final Balance Sheet of Potomac and related financial statements, which balance sheet will show no material adverse change in the financial position of Potomac from the date of the financial statement described in Paragraph 3.4 hereof. In addition, there shall have been no material adverse change in the financial position of Potomac from December 31, 1996, up to and including the Closing Date.
Final Balance Sheet. As soon as reasonably practicable, but in no event later than ninety days following the Closing Date, Buyer shall prepare and deliver to Seller an unaudited balance sheet, as of immediately prior to the Closing, of the Target Businesses, from which the Final Net Book Value will be derived (the “Final Balance Sheet”). The Final Balance Sheet shall be prepared in accordance with GAAP with respect to the assets and liabilities set forth therein and in a manner and on a basis consistent in all respects with the Initial Balance Sheet and the February 28, 2007 unaudited balance sheet of the Target Businesses included in the Target Financial Statements, which balance sheet shall reflect the impact of the Reorganization and shall not include or reflect any liabilities or accruals in respect of the Retained Litigation, Income Taxes or any deferred Tax assets or liabilities.
Final Balance Sheet. Unified shall prepare, or cause to be prepared, in accordance with GAAP and consistent with past accounting principles, a final balance sheet for UBC as of the Closing Date (the "Final Balance Sheet"). Unified shall deliver the Final Balance Sheet to Blue River within fifteen (15) days after the Closing Date.
Final Balance Sheet. (i) As soon as practicable, but not later than 60 calendar days after the Closing Date, the Seller shall deliver to the Buyer the audited consolidated balance sheet (the "FINAL CLOSING BALANCE SHEET") of the Company as at the Preliminary Closing Balance Sheet Date. The Final Closing Balance Sheet shall be examined by and accompanied by the report of Price Waterhouse LLP, independent certified public accountants. The Seller warrants that the Final Closing Balance Sheet shall be prepared in accordance with GAAP, applied on a basis consistent with, and following the accounting principles, procedures, policies and methods employed in preparing, the 1997 Financial Statements.
(ii) The Final Closing Balance Sheet shall be examined by the Buyer, which shall, not later than 30 calendar days after receipt of the Final Closing Balance Sheet, render a written report thereon (the "FINAL CLOSING BALANCE SHEET REPORT"). The Seller agrees that the Buyer and Ernst & Young LLP shall have immediate access to the books and records, other financial information (including the working papers of Price Waterhouse LLP) and appropriate financial personnel of the Seller which the Buyer reasonably deems necessary or advisable for the Final Closing Balance Sheet Report. The Final Closing Balance Sheet Report shall list those items the Buyer disputes, the Buyer's proposed adjustments and an adjusted balance sheet reflecting such adjustments. If the Buyer fails to deliver to the Seller the Final Closing Balance Sheet Report within 30 calendar days following receipt of the Final Closing Balance Sheet or the Buyer acknowledges in writing that the Final Closing Balance Sheet is accurate, the Buyer shall be deemed to have accepted the Final Closing Balance Sheet for the purposes of any Purchase Price adjustment under Section 1.5(b). If the Seller does not give the Buyer notice within 20 calendar days following receipt of the Final Closing Balance Sheet Report (which notice disputes the Buyer's proposed adjustments or proposes in writing other adjustments supported in writing by the Seller's independent accountant's as a result of the adjustments proposed by the Buyer) or the Seller acknowledges in writing that the Final Closing Balance Sheet as adjusted by the Buyer is accurate, the Seller shall be deemed to have accepted the Final Closing Balance Sheet as adjusted for the -4- purposes of any Purchase Price adjustment under Section 1.5(b).
(iii) If the Seller gives the Buyer notice of objec...
