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Final Balance Sheet Sample Clauses

Final Balance Sheet. (a) The Company and Nyer shall confirm the Closing Date Balance Sheet (together with the Certificate of Liabilities) and the items set forth therein (“Final Balance Sheet”), with the assistance of the Company’s senior financial staff and Wolf & Company, P.C., within thirty (30) days after the Closing Date. If the Company and Nyer are unable to agree upon a Final Balance Sheet within such period, the Company and Nyer agree to retain the Boston office of a regionally recognized accounting firm acceptable to Nyer and the Company (the “Accounting Referee”) to promptly review those items or amounts in the calculations of the Final Balance Sheet as to which Nyer and the Company disagree. Nyer and the Company shall have five (5) Business Days following the expiration of such thirty (30) day period to select the Accounting Referee, and if they are unable to agree on an Accounting Referee in that period then instead within the same period each shall select its own regionally recognized accounting firm to represent it in selecting an Accounting Referee and shall notify the other in writing of such appointment. The regionally recognized accounting firms timely chosen by Nyer and the Company shall then in turn select one regionally recognized accounting firm not then acting as the accounting firm or the principal outside accountant for either Nyer or the Company, and their selection shall then be designated as the Accounting Referee. If Nyer or the Company does not select a firm within the allotted time, the other party’s choice shall then be designated as the sole Accounting Referee. Once selected as set out above, the Accounting Referee shall consider only those items or amounts in the calculation of the Final Balance Sheet that are the subject of dispute. The Accounting Referee shall deliver to Nyer and the Company, as promptly as practicable and in any case within thirty (30) days of being referred the matter, a report setting forth its determination of the proper outcome of the dispute and the adjustments, if any, it believes should be made to the Final Balance Sheet and the calculations supporting such adjustments. Such report shall be final and binding upon the Parties and the Final Balance Sheet, as adjusted pursuant to such report, shall be final and binding on the Parties. The cost of the Accounting Referee’s review and report shall be borne equally by Nyer and the Company. (b) Upon delivery of the Final Balance Sheet, Nyer and the Company shall recalculate ...
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. 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. 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. 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 SheetAs 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. 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. (a) The Parties shall cause the Auditors, within sixty (60) days following the Closing Date, at the Buyer's sole cost and expense, to deliver to each of the Parties, a balance sheet regarding the Consolidated Net Worth as of January 31, 2002 (as it may be adjusted pursuant to this Section 1.6.2, the "Final Balance Sheet"), together with a written notice stating whether there is a Net Worth Deficiency or a Net Worth Surplus and, if applicable, specifying the amount thereof. During the preparation of the Final Balance Sheet, the Seller shall have the right to be present at each discussion between the Buyer and the Auditors in respect of the audit and to observe the work performed by the Buyer and the Auditors in connection with their preparation of the Final Balance Sheet. After the Closing, the Buyer shall allow the Auditors access to such books and records that were transferred to the Buyer by the Seller at the Closing as the Auditors may reasonably require for such audit. The Final Balance Sheet shall be prepared in accordance with GAAP as the Auditors determine is applicable to an Exchange Act reporting company with registered equity securities. In the event the Closing occurs prior to January 31, 2002, the Buyer shall, from the Closing Date through January 31, 2002, operate the Homebuilding Business in the ordinary course of business, which shall include the sale-leaseback of model homes. (b) If either of the Parties disputes any item(s) on the Final Balance Sheet, such disputing Party shall notify the other Party in writing thereof (the "Notice of Dispute") within thirty (30) days after the Auditor's delivery of the Final Balance Sheet to each of the Buyer and the Seller, which Notice of Dispute shall set forth in reasonable detail the items in dispute, the basis for dispute and the amounts being disputed. If neither of the Parties delivers a Notice of Dispute within the aforesaid thirty (30)-day period, the Final Balance Sheet shall become final and binding upon, and non-appealable by, all Parties at the end of such period and any Closing Refund or Additional Consideration evidenced by the Final Balance Sheet delivered pursuant to Section 1.6.2, if applicable, shall be paid pursuant to Section 1.6.1. (c) If either of the Parties timely delivers a Notice of Dispute to the other Party, the Representative and the Buyer shall attempt in good faith to resolve such dispute(s). If the Representative and the Buyer are unable to resolve any disputed item(s) wi...
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.