Post-Closing Balance Sheet. Prior to closing, and within ten (10) days of each month thereafter until such time as USDA has issued the Loan Note Guaranty, Bank shall receive a current Balance Sheet, acceptable to Bank, and prepared in accordance with GAAP which shall reflect the assets and liabilities of Borrower (the “Post Closing Balance Sheet”). Each Post Closing Balance Sheet shall show a balance sheet equity position (Minimum Tangible Net Worth) of not less than twenty percent (20%).
Post-Closing Balance Sheet. (i) Not later than 15 business days after the Closing Date (the "Post-Closing Balance Sheet Delivery Date"), Seller shall deliver to Buyer copies of a consolidated balance sheet of the Bank and the Holding Company, certified and signed by Seller, reflecting the Retained Assets, Retained Liabilities, and the shareholders' equity of the Bank and the Holding Company as of midnight on the Pre-Closing Balance Sheet Date (the "Post-Closing Balance Sheet"). Such Post- Closing Balance Sheet shall (i) be true and correct in all material respects, fairly present the assets, liabilities and stockholders' equity of the Bank and the Holding Company and shall be prepared in accordance with GAAP, except with respect to variations from GAAP (A) that may result from compliance with any provisions of this Agreement, including, but not limited to, Section 6(n), and (B) with respect to the amount of goodwill included therein, (ii) be determined after giving effect to the completion of the purchase and assumption of the Seller Assets and Seller Liabilities pursuant to the P&A Agreement, (iii) include through midnight on the Pre-Closing Balance Sheet Date all accruals for amortization, interest expense, interest income, salaries, payroll and property taxes and other accrued liabilities associated with the Retained Assets and the operation of, and personnel located at, the Main Office, (iv) exclude the value of any Deferred Tax Assets, (v) exclude any value attributable to any prepaid insurance premiums for any insurance policies terminated in accordance with Section 6(n), and (vi) include as attachments (A) a final trial balance of all deposits as of midnight on the Pre-Closing Balance Sheet Date and (B) detailed supporting schedules and (vi) reflect the Minimum Equity Amount required by Section 6(f).
(ii) Seller shall afford Buyer and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Post-Closing Balance Sheet. Within 15 business days following the Post-Closing Balance Sheet Delivery Date (the "Adjustment Delivery Date"), Seller and Buyer shall meet at the offices of the Buyer in Little Rock, Arkansas, or such other location as shall be mutually agreed, to effect the transfer of any funds as may be necessary to reflect the (A) changes in such assets and liabilities between the Pre-Closing Balance Sheet and the Post-Closing Balance Sheet or (B) Minimum Equity Amount, together with interest thereon computed ...
Post-Closing Balance Sheet. On the date which is 60 days after the Closing Date (the "Adjustment Date") the parties shall adjust the purchase price in accordance with Section 2.3 based on a balance sheet of the Combined Companies for the period ending on the close of business on the Closing Date, prepared by Buyer in accordance with the Combined Companies' past accounting practices and delivered to Stockholders, together with the supporting documentation for all current assets and liabilities used to prepare such balance sheet, at least seven days prior to the Adjustment Date. Any accounts receivable which are written off in whole or in part in connection with preparing such balance sheet that are subsequently collected by the Surviving Corporation after the Adjustment Date will be paid to Stockholders as soon as possible, but at least on a quarterly basis. Any dispute between the parties as to this Section 10.2 shall be resolved in accordance with the procedure set forth in Section 2.3.
Post-Closing Balance Sheet. On the date which is 60 days after the Closing Date (the "Adjustment Date") the parties shall adjust the Purchase Price in accordance with Section 2.4 based on a balance sheet of Company for the period ending on the close of business on the Closing Date, prepared by the Surviving Corporation's regular independent accountant in accordance with GAAP and delivered to Parent and Stockholders, together with the supporting documentation for all current assets and liabilities used to prepare such balance sheet, at least seven days prior to the Adjustment Date. No accounts receivable shall be written off in whole or in part in connection with preparing such balance sheet. Any dispute between the parties as to this Section 10.2 shall be resolved in accordance with the procedure set forth in Section 2.4.
Post-Closing Balance Sheet. Within sixty (60) days after the date hereof deliver to Lender a post-closing balance sheet (“Post-Closing Balance Sheet”), such post-closing balance sheet to be true and correct in all material respects and certified by a Responsible Officer, and otherwise satisfactory in form and substance to Lender.
Post-Closing Balance Sheet. On the date which is 120 days after the Closing Date (the "Adjustment Date") the parties shall adjust the purchase price in accordance with Section 2.2 based on a balance sheet of Company for the period ending on the close of business on the Closing Date, prepared by Buyer in accordance with GAAP and delivered to Seller, together with the supporting documentation for all current assets and liabilities used to prepare such balance sheet, at least seven days prior to the Adjustment Date. Buyer shall use its best efforts to collect accounts receivable that are due and owing for work performed prior to the Closing Date. On or before the Adjustment Date, Buyer shall remit to Seller all amounts received with respect to such accounts receivable. Any payments received by Buyer from account debtors which had accounts receivable outstanding on the Closing Date shall be first applied to the oldest outstanding accounts receivable of such account debtor. Any accounts receivable that have not been collected within 120 days of the Closing Date shall be assigned by Buyer to Seller. Any dispute between the parties as to this Section 4.6 shall be resolved in accordance with the procedure set forth in Section 2.2.
Post-Closing Balance Sheet. As soon or reasonably practicable following the Closing, Purchaser shall prepare a balance sheet for the Business as of the Closing Date for the purpose of calculating the amounts identified in Section 8.02(v).
Post-Closing Balance Sheet. Within ninety (90) calendar days after the Closing Date, the Buyer shall prepare and deliver to the Seller a statement (the “Post Closing Statement”) setting forth its calculation of the Stockholders Equity as of the close of business on the Closing Date (the “Final Stockholders Equity”) prepared in accordance with the past practices of the Seller in the ordinary course of business.
Post-Closing Balance Sheet. Not later than five (5) business days after the Effective Date (the "Post-Closing Balance Sheet Delivery Date"), Seller shall:
(i) deliver to Purchaser a balance sheet (which may be incorporated into the Final Closing Statement, which shall be in the form of the trial settlement statement attached as Schedule 1.08(c)) as of the Effective Time prepared in accordance with generally accepted accounting principles consistently applied reflecting the Transferred Loans and Other Assets sold and the Deposits, the Repurchase Agreements and Other Liabilities transferred and assumed hereunder (the "Post-Closing Balance Sheet"), together with Seller's calculation as of the Effective Time of the Transferred Loan Purchase Price, Deposit Premium and any adjustments pursuant to Section 1.10 of this Agreement and a calculation of the Final Payment and Adjustment Payment as such terms are defined in Section 1.10(b) (the "Final Closing Statement"). The Final Closing Statement shall also reflect any adjustments covered by this Section 1.10, any amounts payable to Purchaser pursuant to Sections 1.07(b) and 4.02(a)(ii), any amounts payable to Seller pursuant to Section 1.02(d) or 1.03(d), that amount reflecting accrued vacation balances (which may be negative) of the Transferred Employees pursuant to Section 5.06(a) and any other adjustments provided for in the Agreement.
(ii) deliver the updated schedules as required pursuant to Sections 1.02(e) and 1.03(a); and
(iii) afford Purchaser and its accountants and attorneys the opportunity to review all work papers and documentation used by Seller in preparing the Post-Closing Balance Sheet and the Final Closing Statement.
Post-Closing Balance Sheet. Within fifteen (15) business days after Closing, the Stockholders' Representative shall deliver to Buyer a balance sheet of the Company as of the Closing Date prepared in accordance with GAAP ("Post-Closing Balance Sheet"). Buyer shall cooperate with the Stockholders' Representative in connection with the preparation of such Post-Closing Balance Sheet.
