Initial Balance Sheet Sample Clauses

Initial Balance Sheet. The Company shall use its commercially reasonable efforts, within sixty (60) days of the date hereof, to prepare and deliver to each Investor and the Key Holder, an opening balance sheet dated as of the date hereof.
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Initial Balance Sheet. As soon as practicable, and in any event no later than December 15, 1996, a consolidated balance sheet as of the Closing Date (and after giving effect to all Related Transactions) of Borrower and its Subsidiaries certified by the chief financial officer of Borrower and, except as may be consented to by Lenders, without significant variation from the balance sheet referred to in Section 10.3(c).
Sample 1
Initial Balance Sheet. Not later than ten Business Days prior to the Closing Date, Seller shall deliver to Buyer an estimated unaudited balance sheet, as of immediately prior to the Closing, of the Target Businesses, from which the Estimated Net Book Value will be derived (the “Initial Balance Sheet”). The Initial 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 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. During the ten Business Day period prior to the Closing Date, Buyer shall have the opportunity to review and comment in good faith upon the Initial Balance Sheet prepared by Seller and Buyer and Seller shall work together in good faith to agree within such ten Business Day period to a final estimate of Estimated Net Book Value; provided, that if Buyer and Seller do not agree upon the Estimated Net Book Value within such ten Business Day period, the Estimated Net Book Value shall be as derived from the Initial Balance Sheet.
Sample 1
Initial Balance Sheet. Within 45 days following the execution of this Agreement, the Seller shall cause to be prepared a balance sheet (the "Initial Balance Sheet") which reflects the assets of Seller (excluding the Excluded Assets) at the date of execution of this Agreement and only the liabilities of Seller at the date of execution of this Agreement (the "Base Liabilities") which would have been Assumed Liabilities had the Closing occurred on such date. The Initial Balance Sheet shall be prepared in accordance with the valuation and accounting practices and procedures described in Schedule 1.4(a) hereof (the "Agreed Upon Procedures"). The Agreed Upon Procedures shall provide, among other things, that the lease for the Seller's Braintree, Massachusetts facility shall be reflected as a liability on the Initial Balance Sheet as a discontinued operation and that the leasehold improvements to such facility shall be excluded as assets on the Initial Balance Sheet. The Initial Balance Sheet shall become final and binding upon the parties unless the Purchaser gives written notice of a disagreement (a "Notice of Disagreement") to the Seller and DSI within ten (10) days following receipt thereof. If a Notice of Disagreement is received by the Seller and DSI, then the Initial Balance Sheet shall become final and binding upon the parties on the earlier of (i) the date the parties hereto resolve in writing any differences they may have with respect to any matter specified in a Notice of Disagreement and (ii) the date any Disputed Matters (as hereinafter defined) are finally resolved in writing by the Arbitrator (as hereinafter defined). Any such Notice of Disagreement shall state in reasonable detail the nature of any disagreement so asserted and the amount in dispute. During a period of ten (10) business days following the receipt by the Seller and DSI of a Notice of Disagreement, the Seller and DSI and the Purchaser shall attempt to resolve in writing any differences that they may have with respect to any matter specified in the Notice of Disagreement. If at the end of such ten (10) business-day period, the Seller, DSI and the Purchaser have failed to reach written agreement with respect to all such matters, then all such matters as specified in any Notice of Disagreement as to which such written agreement has not been reached (the "Disputed Matters") shall be submitted to and reviewed by an arbitrator ("Arbitrator"), which shall be an accounting firm which is a member of the SEC Practic...
Sample 1
Initial Balance Sheet. Within sixty (60) days following the Closing Date (the “Determination Date”), the Surviving Company shall prepare and deliver to both the Parent and the Stockholder Representative a balance sheet of the Company setting forth the Net Working Capital as of the close of business on the Closing Date (the “Initial Balance Sheet”). The Stockholder Representative shall have thirty (30) days from the Determination Date to review the Initial Balance Sheet and to notify the Parent in writing of any good faith dispute with the calculation of the Net Working Capital set forth in the Initial Balance Sheet (including without limitation the calculation, inclusion or exclusion of any asset or liability), which notice shall set forth in reasonable detail the basis for such dispute (the “Dispute Notice”). In the event that the Stockholder Representative does not notify the Parent of a dispute within such 30-day period (or agrees in writing with the Initial Balance Sheet within such 30-day period), the Initial Balance Sheet shall be the Closing Date Balance Sheet. In the event that the Stockholder Representative shall submit a Dispute Notice on or before the last day of such 30-day period, the Parent and the Stockholder Representative and their respective accountants shall negotiate in good faith to resolve such dispute as promptly as possible. Until such time as any such dispute is finally resolved, each of the Parent and the Stockholder Representative shall provide the other Party and any independent auditors of such other Party with access at all reasonable times to the properties, books, records, work papers (including those of the parties’ respective accountants, subject to customary limitations) and personnel of the other for purposes of preparing and reviewing the Initial Balance Sheet, and for the matters contemplated by this Section 2.8.
Sample 1

Related to Initial Balance Sheet

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Closing Balance Sheet (a) Within thirty (30) days following the Closing, the Sellers and Company shall cause to be prepared and delivered to Buyer an unaudited balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”). The Company and Sellers shall cause the Closing Balance Sheet to be prepared in accordance with GAAP consistent with and using the same accounting principles, policies and methods as in the audited financial statements described in Section 3.17 with contract estimates at completion (“EACs”) and estimates to complete (“ETCs”) determined on a basis consistent with the method used for determination of the Company’s audited financial statements. Sellers shall bear the cost of preparing the Closing Balance Sheet. If the Tangible Net Worth of the Company as of the Closing Date as reflected on the Closing Balance Sheet, taking into account payment of the Company Pre-Closing Liabilities, is less than $80,000, then the Escrow Deposit shall be reduced on a dollar for dollar basis to the extent of any such deficiency. The amount by which the Tangible Net Worth of the Company as of the Closing Date is less than $80,000 taking into account payment of the Company Pre-Closing Liabilities, is hereafter referred to as the “Balance Sheet Adjustment.” The amount of any Balance Sheet Adjustment shall be deducted from the Escrow Deposit and paid to Buyer within two (2) days following determination of the “Final Closing Balance Sheet” (as defined in Section 2.3(b)), prior to release of the Escrow Deposit to the Sellers. The remainder of the Escrow Deposit shall thereafter promptly be paid by Escrow Agent to the Sellers in accordance with the terms of the Escrow Agreement. To the extent that Buyer decides not to pay off the DCAA liability as described in Section 2.2(a)(iii), then such amount shall be deemed paid off for purposes of determining the Closing Balance Sheet hereunder.

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Balance Sheet “Balance Sheet” is defined in Section 3.6 of the Agreement.

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Operations Since Balance Sheet Date (a) Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, there has been:

  • Off-Balance Sheet Liabilities The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

  • Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

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