Final Closing Balance Sheet. The balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows:
(i) Within 45 days after the Closing Date, Buyer shall deliver to Sellers a balance sheet of Sellers as of the Effective Time, prepared in accordance with GAAP, except for the modifications set forth in Section 3.3(a), from the books and records of Sellers, on a basis otherwise consistent with GAAP theretofore followed by Sellers in the preparation of the Recent Balance Sheet (as defined in Section 4.4 and fairly presenting the financial position of Sellers as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the assets and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in the balance sheet.
(ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Sellers may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capital.
(iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the calculation of Net working capital, which shall be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the balance sheet to it and, in any case, as soon as practicable after such submission.
(iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Buyer on the other hand in the same proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted.
(v) As used in this Agreement, the term “Fina...
Final Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties upon the earliest of (a) Acquisition Sub’s failure to object thereto within the period permitted under Section 2.8.2, (b) the agreement between Acquisition Sub and Arrow with respect thereto and (c) the decision by the Auditor with respect to any disputes under Section 2.8.3. The Closing Balance Sheet, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet.”
Final Closing Balance Sheet. Section 3.2(f).........................................11
Final Closing Balance Sheet. The Adjusted Closing Balance Sheet, as modified by the parties' agreement and by any determination by the independent accountants as described in this Section 2.07, shall be the "Final Closing Balance Sheet".
Final Closing Balance Sheet. The balance sheet of Company, prepared as of the Effective Time and certified by Deloitte & Touche LLP, Buyer's independent accountants ("Buyer's Accountants"), shall be prepared as follows:
(i) Within 45 days after the Closing Date, Buyer shall deliver to Company a balance sheet of the Juice Division as of the close of business on the business day immediately prior to the Closing Date (hereinafter the "Effective Time"), prepared in accordance with generally accepted accounting principles from the books and records of Company, on a basis consistent with the generally accepted accounting principles theretofore followed by Company in the preparation of the Recent Balance Sheet and in accordance with this Section 3.3, and fairly presenting the financial position of Juice Division as of the Effective Time. The balance sheet shall be accompanied by detailed schedules of the Purchased Assets and Assumed Liabilities and by a report of Buyer's Accountants (A) setting forth the amount of Net Asset Value (as defined above) reflected in the balance sheet, (B) stating that (1) the examination of the balance sheet has been made in accordance with generally accepted auditing standards and (2) the balance sheet has been prepared in accordance with generally accepted accounting principles, on a basis consistent with the accounting principles theretofore followed by Company, except as otherwise provided in this Section 3.3, and (C) setting forth the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 3.2.(c) hereof.
(ii) Within 30 days following the delivery of the balance sheet referred to in (i) above, Company or its independent accountants ("Company's Accountants") may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or Company pursuant to Section 3.2.(c) hereof. Any such objection shall be made in writing and shall state Company's determination of the amount of the Net Asset Value.
(iii) In the event of a dispute or disagreement relating to the balance sheet or schedules which Buyer and Company are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing (the "Third Accounting Firm") to be mutually selected by Company and Buyer or, if no agreement is reached, by Company's Accountants and Buyer's Accountants. The Third Accounting Firm...
Final Closing Balance Sheet. The “Final Closing Balance Sheet” of each Party’s Contributed Business shall be (i) the applicable Preliminary Closing Balance Sheet if (A) no Objection is delivered within the initial sixty (60)-day period (or, if applicable, the subsequent thirty (30)-day period) specified above or (B) the Parties so agree; (ii) the applicable Preliminary Closing Balance Sheet, adjusted in accordance with the Objection, in the event that (A) the Preparing Party does not respond to the Objection within the sixty (60)-day period specified above following receipt of the Objection or (B) the Parties so agree; or (iii) the applicable Preliminary Closing Balance Sheet, as adjusted pursuant to the agreement of the Parties or as adjusted by the Accounting Firm as provided above.
Final Closing Balance Sheet. As used in this Agreement, the “Final Closing Balance Sheet” shall be: (i) the Preliminary Closing Balance Sheet if no Balance Sheet Objection is delivered to the Appointed Agent during the 15-day period specified in Section 3.3(d); (ii) the Preliminary Closing Balance Sheet, adjusted in accordance with the Balance Sheet Objection, if the Appointed Agent does not provide Buyer with a written notice of disagreement in response to the Balance Sheet Objection within the 15-day period specified in Section 3.3(e); or (iii) the Preliminary Closing Balance Sheet, as adjusted by (A) the written agreement of Buyer and the Appointed Agent and/or (B) the CPA Firm in accordance with Section 3.3(f)(ii).
Final Closing Balance Sheet. Promptly after the Closing, WTI and WTC (in consultation with, and with such assistance as WTI and WTC shall reasonably request of, the Xxxxxxxxx Entities and the Principals) shall prepare an audited consolidated balance sheet and related notes of the Xxxxxxxxx Entities as of the close of business on the Closing Date (the "Final Closing Balance Sheet"), prepared in accordance with GAAP on a basis consistent with the preparation of the Financial Statements under Section 4.12, except that (a) no item shall fail to be included therein or excluded therefrom on the basis of materiality, individually or collectively and (b) at WTI's and WTC's option, the effect of any breaches of the representations and warranties of Xxxxxxxxx and the Principals made herein and discovered by WTI or WTC on or before the date of the Final Closing Balance Sheet shall be fully reserved therein. As soon as practicable following the Closing, the Final Closing Balance Sheet shall be delivered by WTI and WTC to the Principals, accompanied by the report of the auditors thereon.
Final Closing Balance Sheet. Final Closing Balance Sheet" shall have the meaning set forth in Section 2.4.
Final Closing Balance Sheet. As soon as practicable (but in no event later than 60 days) after the Closing Date, the Surviving Corporation will prepare and cause to be audited by Ernst & Young LLP, independent auditors (or such other independent auditors as are selected by BackWeb Parent), and the Surviving Corporation will deliver to BackWeb Parent and the Agent (as defined in Article VII), a balance sheet of Lanacom, as of June 30, 1997 (as adjusted to reflect (x) the exercise of outstanding Lanacom Warrants for Lanacom Common Shares, or the expiration or cancellation of the Lanacom Warrants and (y) the exchange of outstanding Lanacom indebtedness for Lanacom Common Shares, in each case pursuant to the Pre-Closing Reorganization (as defined in Section 2.2(a)(iii) hereof), at any time from June 30, 1997 to Closing), (the "Final Balance Sheet"). The Final Balance Sheet shall be prepared in accordance with Canadian GAAP consistent with the basis of accounting and procedures and methods employed by Lanacom in preparing the Lanacom Financial Statements. During the conduct of such audit, the Surviving Corporation shall cooperate in all respects with the independent auditors for the purpose of completing the Final Balance Sheet. In addition, the Surviving Corporation and the independent auditors shall be available for periodic inquiry by BackWeb Parent and the Agent, and the independent auditors will answer such questions as BackWeb Parent or the Agent may have and provide such additional schedules and materials as BackWeb Parent or the Agent may reasonably request in order to permit a meaningful review of the Final Balance Sheet.
