Preparation of Closing Date Balance Sheet. (a) Within forty-five (45) days after the Closing Date, the Purchaser will deliver to the Seller a draft consolidated balance sheet (the "Draft Closing Date Balance Sheet") for the Company as of the close of business on the Closing Date (determined on a pro forma basis as though the parties had not consummated the Transactions) and prepared in accordance with the Agreed Upon Procedures.
(b) If, within forty-five (45) days following its receipt of the Draft Closing Date Balance Sheet, the Seller does not dispute the Draft Closing Date Balance Sheet, such balance sheet shall be deemed to be the consolidated balance sheet of the Company on the Closing Date (the "Closing Date Balance Sheet").
(c) If the Seller has any objections to the Draft Closing Date Balance Sheet, it will deliver a detailed statement in writing describing its objections to the Purchaser within forty-five (45) days after receiving the Draft Closing Date Balance Sheet. Purchaser and Seller will use commercially reasonable efforts to resolve any such objections themselves. If Purchaser and Seller achieve a final resolution of the Seller's objections to the Draft Closing Date Balance Sheet within thirty (30) days after the Purchaser's receipt of the Seller's written statement of such objections, such resolution shall be set forth in writing and such Draft Closing Date Balance Sheet, together with any revisions thereto agreed upon by and between the Purchaser and the Seller pursuant to this Section 2.06(c), shall be deemed to be the Closing Date Balance Sheet. The Purchaser and the Seller shall be entitled to prepay any amounts not in dispute or as to which the parties achieve final resolution (such amounts actually paid "Prepayments") plus interest at the Applicable Rate between the Closing Date and the date of such Prepayment. Any party making a Prepayment shall provide two (2) Business Days advanced written notice thereof to the other party.
(d) If the Purchaser and the Seller do not achieve a final resolution of the Seller's objections to the Draft Closing Date Balance Sheet within thirty (30) days after the Purchaser's receipt of the Seller's written statement of such objections, the parties will jointly engage an Independent Accountant to resolve any disputes remaining between the parties. The Purchaser and the Seller shall instruct the Independent Accountant to deliver its written determination to the Purchaser and the Seller no later than the thirtieth (30th) day after such dispute was...
Preparation of Closing Date Balance Sheet. Within sixty (60) days after the Closing Date, Price Waterhouse shall prepare and deliver to the Buyer a consolidated balance sheet for the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), using the same methods and criteria employed in connection with the preparation of the Company's December 31, 1994, consolidated balance sheet ("Latest Year-End Balance Sheet").
Preparation of Closing Date Balance Sheet. (i) Within sixty (60) days after the Closing Date, Purchaser Representative will prepare and deliver to Seller Representative draft balance sheets for the Companies as of the close of business on the Closing Date (determined on a pro forma basis as though the parties had not consummated the transactions contemplated by this Agreement) (the “Draft Closing Date Balance Sheet”) together with Purchaser Representative’s calculation of (A) the DBC Net Book Value with respect to DBC and
Preparation of Closing Date Balance Sheet. As soon as practicable after the Closing, and in any event within twenty (20) days following the Closing Date, Seller shall prepare (and Buyer shall cooperate with Seller) the Closing Date Balance Sheet setting forth the current assets and current liabilities for HBI and the HBI Subsidiaries on a consolidated basis (excluding the Excluded Items and any amounts relating to the Supplemental Executive Retirement Plan for the Chief Executive Officer of HBI referred to in Schedule 4.16(a)) as of the Deemed Date ("Closing Date Working Capital").
Preparation of Closing Date Balance Sheet. Preparation of Draft Closing Date Balance Sheet, Audited Closing Date Balance Sheet and Calculations.
Preparation of Closing Date Balance Sheet. (a) Draft Closing Date Balance Sheet
(i) Promptly after the Closing Time, the Purchaser shall prepare, at the Purchaser’s expense, a draft of the Closing Date Balance Sheet and a draft calculation of Closing Date Working Capital, including the supporting profit and loss statements, which shall all be delivered to the Vendor no later than the 60th day following the Closing Date.
Preparation of Closing Date Balance Sheet. (i) Within 60 days after the Closing Date, Buyer will prepare and deliver to Seller a draft balance sheet (the “Draft Closing Date Balance Sheet”) for the Business as of the close of business on the Closing Date, upon which Buyer shall include Buyer’s calculation of the Net Working Capital. Buyer will prepare the Draft Closing Date Balance Sheet in accordance with GAAP on an accrual basis (other than with respect to any amounts owing to Xxxxxx pursuant to the Note, which shall continue to be reflected as owners’ equity).
(ii) If Seller has any objections to the Draft Closing Date Balance Sheet, Seller shall deliver a detailed statement describing such objections to Buyer within 15 days after receiving the Draft Closing Date Balance Sheet. Buyer and Seller shall use reasonable efforts to resolve any such objections themselves. If Buyer and Seller do not obtain a final resolution within 30 days after Buyer has received the statement of objections, however, Buyer and Seller appoint PricewaterhouseCoopers LLP (the “Accounting Firm”) to resolve any remaining objections. The Accounting Firm shall revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.6(a)(ii). The “Closing Date Balance Sheet” shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 1.6(a)(ii).
Preparation of Closing Date Balance Sheet. As soon as practicable, and in any event within sixty (60) days after the Closing Date, the Purchaser will prepare and deliver to the Seller a balance sheet of the Company Entities as of the Effective Time (the “Closing Date Balance Sheet”) and a statement of the Purchaser’s determination of (a) the Actual Net Working Capital, (b) the amount of the outstanding Actual Indebtedness (if any), (c) the amount of the unpaid Actual Company Transaction Expenses, if any, (d) the aggregate amount of the Actual Closing Bonus Payments (including the amount of the Company’s portion of the payroll taxes), in each case as of the Effective Time, and (e) the amount of the Closing Purchase Price calculated therefrom (such statement, the “Closing Statement”). The calculation of Actual Net Working Capital will be prepared applying the definition of Net Working Capital contained herein. “Actual Net Working Capital” means the final amount of Net Working Capital on the Final Closing Statement determined pursuant to Section 1.4(b)(iii) or
Preparation of Closing Date Balance Sheet. Within 90 days after the Closing Date, the Company shall prepare a balance sheet for the Company as of the Closing Date (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP"), using the same methods and criteria employed by the Company in connection with preparation of its Latest Balance Sheet (as hereinafter defined) to the extent such methods are consistent with GAAP, and shall present fairly the Company's financial position as of the Closing Date. Upon completion of the Closing Date Balance Sheet, copies thereof shall promptly be provided to Michxxx Xxxxxxxx xxx Normxx Xxxxxxxxxx xx the representatives of the Shareholders (collectively, the "Shareholder Representative").
Preparation of Closing Date Balance Sheet. The Company shall close its books as of the close of business on the Closing Date. As soon as practicable after the Closing Date (but in any event within 60 days of such date), Buyer shall prepare, or cause to be prepared, the balance sheet of the Business as of the Closing Date (the "CLOSING BALANCE SHEET"). The Closing Balance Sheet shall be prepared in a manner consistent with past accounting practices of the Company, except that, in the event of any conflict or difference between consistency of application of such practices and GAAP, GAAP shall prevail. Buyer shall deliver the Closing Balance Sheet to the Shareholder Representative (as defined in Section 12.01 hereof) within five (5) business days of the preparation thereof.
