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. The Closing Balance Sheet or, if it has been adopted or finally determined pursuant to Section 2.7(a)(iii), the Revised Closing Balance Sheet, as appropriate, shall be deemed to be final, binding and conclusive on Parent and the Executing Stockholders, the Executing Option Holders and Non-Owner Participants (the “Final Closing Balance Sheet”) upon the earliest of (A) the failure of the Stockholder Representative to deliver to Parent the Dispute Notice by the twentieth (20th) Business Day following Parent’s delivery of the Closing Balance Sheet to the Stockholder Representative; (B) the resolution of all disputes by Parent and the Stockholder Representative, as evidenced by, if appropriate, a Revised Closing Balance Sheet certified in writing by the Stockholder Representative and Parent; or (C) the resolution of all disputes by the Independent Accounting Firm, and, if applicable, Parent and the Stockholder Representative, in accordance with Section 2.7(a)(iii), as evidenced by written certification by the Stockholder Representative and Parent including, if appropriate, a Revised Closing Balance Sheet. Subject to Section 2.7(b)(ix), any adjustment of the Merger Consideration based on the Final Closing Balance Sheet shall be made on the fifth (5th) Business Day following the determination of the Final Closing Balance Sheet (the “Adjustment Payment Date”) in accordance with Section 2.7(b) below. The unpaid Debt as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Debt”. The unpaid Transaction Expenses as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Transaction Expenses”. The consolidated Cash of the Centerre Companies as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Cash”.
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 1.4, shall be the "Closing Balance Sheet".
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. Upon receipt of the Initial Closing Balance Sheet, Buyer and its independent accountants will be permitted during the succeeding 35 day period to examine the books and records of Seller and the work papers prepared by Seller or Seller's accountants. If Buyer agrees to the Initial Closing Balance Sheet, it will become the Final Closing Balance Sheet. If Buyer does not agree to the Initial Closing Balance Sheet it will within 35 calendar days after delivery of the Initial Closing Balance Sheet by Seller, prepare and deliver to Seller a list of disputed adjustments (the "Disputed Adjustments") Buyer believes should have been recorded on the Initial Closing Balance Sheet, specifying the amount of each Disputed Adjustment which Buyer believes should have been reflected on the Initial Closing Balance Sheet. Buyer and Seller will use their best efforts to resolve the Disputed Adjustments. If Buyer and Seller are able to reach an agreement on the Disputed Adjustments, the Initial Closing Balance Sheet will be amended to reflect such agreement and will become the Final Closing Balance Sheet. If Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within seven calendar days after receipt by Seller of the Disputed Adjustments, then the Disputed Adjustments will be immediately submitted by Buyer and Seller to their independent public accountants, and the parties will use their reasonable efforts to cause their accountants to promptly review and assist the parties in resolving the Disputed Adjustments. Buyer and Seller will each be responsible for the fees, costs and expenses of their respective independent accountants. If the independent accountants for Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within seven calendar days after receipt by Buyer's independent accountant of such Disputed Adjustments, then the Disputed Adjustments will be resolved by a nationally-recognized firm of certified public accountants mutually acceptable to the independent accountants of Buyer and Seller (the "Accounting Referee"). The parties will use their reasonable efforts to cause the Accounting Referee to promptly review the Disputed Adjustments and determine the final value of each of the Disputed Adjustments. In making such determination, the Accounting Referee will consider only the items or amounts in dispute (and any other items or amounts relating thereto), and the determination of each Disputed Adjustment's value, as so com...
Final Closing Balance Sheet. Parent shall have the right to audit the Estimated Closing Balance Sheet, including the calculation of Working Capital, within sixty (60) calendar days of delivery of the Estimated Closing Balance Sheet. Within sixty (60) calendar days after the Closing Date, the Parent and the Company shall cause an independent accounting firm acceptable to the Parent and Stockholders’ Representative to prepare and deliver to Parent and Stockholders’ Representative an audited balance sheet of the Company as of the Closing Date (the “Final Closing Balance Sheet”), which shall be prepared on the same basis and in the same form as the Estimated Closing Balance Sheet. After delivery of the Final Closing Balance Sheet, the Cash Consideration delivered as of the Closing shall be adjusted as follows (the “Final Cash Consideration Adjustment”):
Final Closing Balance Sheet. The balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows:
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.
