Preparation of Closing Balance Sheet. Promptly following the Closing, the Company's internal accounting staff shall prepare a balance sheet of the Company as of Closing Date (the "Closing Balance Sheet") which, for purposes of this Agreement, shall reflect the Net Book Value of FHLP's interest in the Valley Assets as if such interest were wholly-owned by the Company. The Valley Auditors shall, at the expense of the Sellers, review the Closing Balance Sheet as so prepared and issue their report thereon as provided below. For such purposes, the Buyer shall provide the Valley Auditors with such access to, and copies of, such financial information and reports concerning the Valley Assets and Valley Liabilities as the Valley Auditors deem necessary or appropriate so as to enable them to so review the Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP and reviewed subject to standards otherwise consistent with the "review" provisions of Statement No. 1, entitled "Compilation and Review of Financial Statements" (December 1978) of the Accounting and Review Services Committee of the American Institute of Certified Public Accountants. For purposes of the foregoing, the Closing Balance Sheet shall specifically identify any Excluded Obligations otherwise discharged on the Closing Date. The Valley Auditors shall provide the Parties with the Closing Balance Sheet, together with its report thereon to the effect that there are no material modifications that should be made to the Closing Balance Sheet in order for them to be in conformity with GAAP, as soon as practicable but in any event not later than 45 days after the Closing Date. In addition to such report, the Valley Auditors shall, at the time of delivery of the report on the Closing Balance Sheet, also provide the Buyer and Sellers with a separate schedule setting forth the calculation of the Closing Equity Value. The Closing Equity Value shall be calculated in accordance with the agreed-upon procedures set forth on EXHIBIT N attached hereto, which the Parties agree shall be followed in making such calculation. Upon calculation of the Closing Equity Value, the Sellers shall promptly deliver a written notice to Buyer setting forth, as applicable, the calculation of the Underpayment Amount or Overpayment Amount, if any (the "Adjustment Notice").
Preparation of Closing Balance Sheet. As promptly as practicable after the Closing Date, the Parent will cause the Closing Balance Sheet to be prepared and will prepare a certificate based on such Closing Balance Sheet setting forth its calculation of Closing Net Worth. As promptly as practicable, but no later than ninety (90) days, after the Closing Date, the Parent will cause the Closing Balance Sheet to be delivered to the Principal Shareholders.
Preparation of Closing Balance Sheet. As soon as reasonably possible after the Closing Date (but not later than 60 days thereafter), Federal shall prepare or cause to be prepared and shall deliver to the Stockholders’ Representatives a Closing Balance Sheet for C-CUBED as of the close of business on the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) and prepared in accordance with presently disclosed C-CUBED accounting methodology provided it is consistent with GAAP.
Preparation of Closing Balance Sheet. As soon as reasonably practicable after the Closing Date (but not later than 60 days thereafter), Arrow shall prepare or cause to be prepared and shall deliver to Acquisition Sub a Closing Balance Sheet for the Business as of the opening of business on the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”).
Preparation of Closing Balance Sheet. Buyer shall use its commercially reasonable efforts, as promptly as practicable following the Closing, but in no event later than sixty (60) days subsequent to the Effective Time, to deliver to the Representative a schedule (the “Final Schedule”) of Buyer’s calculation, which shall be derived from a balance sheet (the “Closing Balance Sheet”) prepared using the same accounting principles, procedures, policies and methods that were used to prepare the Preliminary Schedule, of the Net Working Capital. In the event the Buyer shall fail to deliver the Final Schedule within such sixty-day period, then the Preliminary Schedule shall be deemed to be the Final Schedule for all purposes hereunder. If the Representative disputes the correctness of the Final Schedule, the Closing Balance Sheet or the calculation of Net Working Capital, the Representative shall notify Buyer of his objections in writing within twenty (20) days after delivery of the Final Schedule and shall set forth in reasonable detail in such notice the reason for the Equity Holders’ objections. If the Representative fails to deliver such notice within such time period, the Equity Holders and the Representative shall be deemed to have accepted the Net Working Capital and the Closing Balance Sheet as set forth in the Final Schedule. If the Representative delivers such notice, Buyer and the Representative shall endeavor in good faith to resolve their dispute over the determination of the Net Working Capital or the Closing Balance Sheet, as the case may be, within twenty (20) days after receipt of such notice by Buyer. If they are unable to do so within such twenty (20)-day period, the dispute shall be submitted to KPMG LLP (the “Independent Accountant”) or another independent, nationally-recognized accounting firm in the United States as shall be mutually acceptable to Buyer and the Representative, who shall act as an expert and not as an arbitrator, and who shall resolve the dispute within thirty days. The Independent
Preparation of Closing Balance Sheet. As promptly as practicable, but in any event within 90 calendar days following the Closing Date, the Purchaser will deliver to the Company a balance sheet (the “Closing Balance Sheet”), certified by the Purchaser as fairly presenting the financial position of the Company and its Subsidiaries on the Closing Date in conformity with GAAP and setting forth a calculation of the Company Debt Amount and the Net Current Assets as of the Closing Date. Subject to Section 3.03(c), the Closing Balance Sheet and the calculation of Company Debt Amount and Net Current Assets delivered by the Purchaser to the Company will be deemed to be and will be final, binding and conclusive on the parties hereto.
Preparation of Closing Balance Sheet. As promptly as practicable, but no later than 5:00 p.m. (Mountain Time) on the 75th day after the Closing Date or such later date as Purchaser and Seller agree in writing, Purchaser will prepare or cause to be prepared a consolidated balance sheet of the Brand Companies as of the Closing Date (the “Closing Balance Sheet”), prepared in accordance with the Brand Companies’ historical practices and presented in a manner consistent with Schedule 2.05(b) to be delivered to Seller, together with a statement (the “Closing Statement”) setting forth in reasonable detail Purchaser’s calculation of (i) the Cash on Hand, (ii) the Closing Indebtedness, (iii) the Company Transaction Expenses that were not paid as of the Closing, in each case, prepared by Purchaser in good faith in accordance with the Brand Companies’ historical practices and presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b), and (iv) the Final Net Closing Cash Consideration based on the foregoing. In the event that Purchaser does not deliver the Closing Balance Sheet and the Closing Statement within such 75-day period, Purchaser shall be conclusively deemed to have accepted the Estimated Cash on Hand, the Estimated Closing Indebtedness and the Estimated Company Transaction Expenses as the Cash on Hand, the Closing Indebtedness, and the Company Transaction Expenses, respectively. Purchaser acknowledges and agrees that, for the purposes of Seller’s review of the Closing Balance Sheet delivered by Purchaser pursuant to this Section 2.06(a), Purchaser shall afford, and shall cause the Company to afford, Seller commercially reasonable access during normal business hours to the books and records (other than privileged documents) of Purchaser, the Brand Companies and their respective Representatives.
Preparation of Closing Balance Sheet. As promptly as practicable, but in any event within one hundred twenty (120) days after the Closing Date, Parent shall cause the Company to prepare and deliver to the Stockholder Representative the Closing Balance Sheet setting forth its calculation of (i) the unpaid Debt as of the Effective Time, (ii) the unpaid Transaction Expenses as of the Effective Time, (iii) the consolidated Cash of the Centerre Companies as of the Effective Time and (iv) the Net Working Capital as of the Effective Time, which Closing Balance Sheet shall be prepared in accordance with GAAP and in a manner consistent with the Company’s past practice. Parent shall provide the Stockholder Representative and its representatives reasonable access at reasonable times and upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company relating to the preparation of the Closing Balance Sheet and shall cause the personnel of the Company to reasonably cooperate with the Stockholder Representative in connection with its review of the Closing Balance Sheet.
Preparation of Closing Balance Sheet. (a) Within 30 days after the Closing Date, Existing Sub shall deliver to Parent a calculation of Specified Net Assets as of the close of business on the Closing Date prepared by Existing Sub in accordance with GAAP, on a basis consistent with the accounting principles utilized in the preparation of year- end financial statements. Existing Sub shall provide Parent with reasonable access to its workpapers in connection with such calculation and shall make itself available at reasonable times upon request of Parent to discuss with Parent such calculation.
Preparation of Closing Balance Sheet. As promptly as practicable after the Closing Date, Buyer will cause the Closing Balance Sheet to be prepared and will prepare a certificate (the "Buyer Certificate") based on such Closing Balance Sheet setting forth its calculation of Closing Working Capital and Net Assets. As promptly as practicable, but no later than 90 days, after the Closing Date, Buyer will cause the Closing Balance Sheet, together with the Buyer Certificate, to be delivered to Seller.
