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. Within sixty (60) days after the Effective Date deliver to Agent 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 of the Borrowers, and otherwise satisfactory in form and substance to the Banks.
Post-Closing Balance Sheet. Not more than fourteen (14) days after -------------------------- the Closing Date, the Principals shall prepare and deliver to Xxxxx and Coopers & Xxxxxxx L.L.P., Washington, D.C. ("Coopers"), the consolidated financial statements of the Companies for the one month period ending October 31, 1997, including a statement of income and a balance sheet (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall (a) be prepared in accordance with generally accepted accounting principles ("GAAP"), consistently applied, (b) make full and adequate provision for all reserves, liabilities and obligations (fixed or contingent) of the Companies as of such date, to the extent such liabilities, alone or in the aggregate, are required to be reflected or reserved against in accordance with GAAP, consistently applied, and (c) determine the amount of the stockholders' equity of the Companies as of such date (the "Closing Date Net Worth"). Within fourteen (14) days after Coopers' receipt of the Closing Date Balance Sheet, Coopers shall (a) review it and make any adjustments therein and in the Closing Date Net Worth required to be made in accordance with GAAP, consistently applied; and (b) provide a copy of the Closing Date Balance Sheet as adjusted by it to the Principals and Xxxxx. The Closing Date Net Worth as so adjusted by Coopers shall be the "Final Closing Date Net Worth." Within fourteen (14) days after the Principals' and the Companies' receipt of the Final Closing Date Net Worth, as determined by Coopers, the Principals shall review the Final Closing Date Net Worth and shall state their objections if any thereto and identify the reasons therefore. The Principals and Xxxxx shall attempt to agree on the amount of each determination to which any party objects within fifteen (15) days thereafter. In the event that the Principals and Xxxxx are unable to agree on such amount, an independent certified public accountant mutually selected by the Principals and Xxxxx shall make the final determinations regarding the amounts in dispute.
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 Parent's regular independent accountant in accordance with GAAP and delivered to Parent and Members, 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. On the date which is at least 120 days after the Closing Date (the "Adjustment Date"), the parties shall adjust the Purchase Price in accordance with Section 2.4 based on a combined balance sheet of Company and MCS for the period ending on the close of business on the Closing Date, prepared by Buyer in accordance with GAAP and delivered to Stockholder, together with reasonable 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 Buyer after the Adjustment Date will be paid to Stockholder 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 2.4.
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 forty five (45) days of the Closing Date, the Seller shall deliver to the Buyer a balance sheet for the Division as of the close of business on October 31,2001.
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).
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. On the date which is the first Business Day after 90 days after the Closing Date (the "ADJUSTMENT DATE"), the Parties shall adjust the Purchase Price in accordance with Section 3.5. Any dispute between the Parties as to this Section 6.1 shall be resolved in accordance with the procedure set forth in Section 3.5.
