Preliminary Closing Balance Sheet. Within one hundred twenty (120) days after the Closing Date, each Party shall prepare and deliver (or cause to be prepared and delivered) to the other Party an audited balance sheet for such Party’s Contributed Business as of the Closing Date (immediately prior to giving effect to the Closing) (its “Preliminary Closing Balance Sheet”), which shall be prepared on a basis consistent with such Party’s Interim Pro Forma Financial Statements and in accordance with GAAP and Agreed Principles as were applied by such Party in the preparation of Interim Pro Forma Balance Sheet, and shall be accompanied by the auditors’ report thereon from such Party’s accountants. For the avoidance of doubt, (i) the Preliminary Closing Balance Sheets and the Final Closing Balance Sheets shall reflect only the respective Contributed Businesses, Contributed Assets and Contributed Liabilities and shall not reflect any of Excluded Businesses, Excluded Assets or Excluded Liabilities, and (ii) the Interim Pro Forma Financial Statements shall be deemed to have been prepared in accordance with GAAP and the Agreed Principles, and neither Party (nor any representative thereof) shall make any Claim to the contrary, nor shall the Accounting Firm be entitled to make any finding to the contrary, for any purpose of this Section 1.6. Each of the Parties shall pay the fees and disbursements of its accountants.
Preliminary Closing Balance Sheet. As promptly as practicable following the fifth business day after the last day of the calendar month preceding the month in which the Closing is expected to occur (the “Preceding Month”), and, provided that the anticipated Closing date is at least five (5) business days after the last day of the Preceding Month, not less than five business days prior to the anticipated Closing Date, Seller shall deliver to Buyer a balance sheet that fairly presents the financial position of Seller as of the last day of the calendar month preceding the month in which the Closing is expected to occur in conformity with GAAP applied on a basis consistent with the preparation of the Reference Balance Sheet and includes designations of “included” and “excluded” assets and liabilities on a basis consistent with the designations set forth in the Reference Balance Sheet. Such balance sheet as of the last day of the calendar month preceding the month in which the Closing actually occurs shall be the “Preliminary Closing Balance Sheet.”
Preliminary Closing Balance Sheet. Within 90 days after the Closing Date, Buyer shall prepare and deliver to Appointed Agent a Balance Sheet as of the Effective Time, together with a calculation of the Net Working Capital as of the Effective Time (the “Preliminary Closing Balance Sheet”). The Parties shall comply with the procedures set forth in Section 2.5 with respect to the review and potential adjustment of the Preliminary Closing Balance Sheet.
Preliminary Closing Balance Sheet. No later than sixty (60) days following the Closing Date, the Company shall deliver or cause to be delivered, to the Stakeholder Representative (i) an unaudited consolidated balance sheet of the Acquired Companies as of the Purchase Price Measurement Time (the “Preliminary Closing Balance Sheet”), prepared by the Company in good faith in accordance with the Accounting Methodology and (ii) a reasonably detailed calculation by the Company of (x) the Net Working Capital (the “Preliminary Net Working Capital”), (y) the Closing Net Indebtedness (the “Preliminary Closing Net Indebtedness”) and (z) the Unpaid Transaction Expenses (the “Preliminary Unpaid Transaction Expense Amount”), in each case as of the Purchase Price Measurement Time (the “Preliminary Closing Statement”). Notwithstanding the foregoing, in the event that the Company’s calculation of the Net Working Capital contemplated by clause (i) above is greater than the Maximum Net Working Capital, the Preliminary Closing Statement shall reflect that the Preliminary Net Working Capital shall be deemed to be the Maximum Net Working Capital.
Preliminary Closing Balance Sheet. Meritage will have received, at least five days prior to the Closing, the Preliminary Closing Balance Sheet, which will comply with Section 2.5B(1).
Preliminary Closing Balance Sheet. Parent will have received, at least five days prior to the Closing, the Preliminary Closing Balance Sheet, which will comply with Section 2.5B(2).
Preliminary Closing Balance Sheet. As promptly as practicable, but in any event within ninety (90) calendar days following the Closing Date, the Policyholder Committee shall deliver to Purchaser an audited Closing Balance Sheet (the "Preliminary Closing Balance Sheet") setting forth the Closing Book Value, together with the report thereon of PC's Accountants, stating that the Preliminary Closing Balance Sheet has been prepared and calculated in accordance with the requirements of this Agreement. During the preparation of the Preliminary Closing Balance Sheet and until the final resolution of any dispute of the matters covered by this Section 2.08, Purchaser shall cause BCBS to provide the Policyholder Committee and the PC's Accountants full access to the books, records, facilities and employees of BCBS, and shall cause BCBS and the Purchaser's Accountants to cooperate fully with the Policyholder Committee and the PC's Accountants, in each case to the extent required by the Policyholder Committee or the PC's Accountants in order to prepare the Preliminary Closing Balance Sheet or the PC's Accountants' report thereon or to investigate the basis for any such dispute.
Preliminary Closing Balance Sheet. The Companies and the Sellers shall have delivered to Buyer the Preliminary Closing Balance Sheet and Buyer shall be reasonably satisfied in all respects with the content of the Preliminary Closing Balance Sheet.
Preliminary Closing Balance Sheet. As promptly as possible, but in any event within forty-five (45) days after the Closing, Buyer and the Company shall prepare, or cause to be prepared, and deliver to the Shareholders a Balance Sheet as of the Effective Time (the “Preliminary Closing Balance Sheet”). The Preliminary Closing Balance Sheet shall set forth (i) the amount of the Net Working Capital as of the Effective Time, (ii) the amount of Closing Cash and (iii) the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 2.2(c).
Preliminary Closing Balance Sheet. For purposes of determining the Net Asset Value and the Purchase Price payable by the Buyer at the Closing, not less than five business days prior to the Closing Date, Company shall, in consultation with the Buyer, prepare and deliver to Buyer a balance sheet of the Juice Division as of the close of business November 21, 1998 which shall represent Company's reasonable estimate of the Final Closing Balance Sheet had Closing occurred on November 22, 1998 provided that if the Closing Date shall be on or after January 5, 1999, the Company shall deliver a balance sheet of the Juice Division as of the close of business on December 26, 1998; such balance sheet to be in form and detail identical to, and in its accounting principles and policies consistent in every respect with, the Recent Balance Sheet as defined in Section 4.4 hereof and accompanied by schedules setting forth in reasonable detail all assets and liabilities included therein. Such balance sheet or the accompanying schedules shall contain sufficient detail of the Purchased Assets and Assumed Liabilities for the determination of Net Asset Value. In the event Buyer shall object to any of the information set forth on the balance sheet or accompanying schedules as presented by Company, the parties shall negotiate in good faith and agree on appropriate adjustments to the end that such balance sheet and accompanying schedules reflect a reasonable estimate of the Final Closing Balance Sheet and Net Asset Value (the estimated balance sheet as finally determined by the parties pursuant to this subsection is herein referred to as the "Preliminary Closing Balance Sheet"). In connection with the determination of the Preliminary Closing Balance Sheet, Company shall provide to Buyer such information and detail as Buyer shall reasonably request.
