Common use of Preparation of Closing Date Balance Sheet Clause in Contracts

Preparation of Closing Date Balance Sheet. (i) Within 90 days after the Closing Date, Purchaser will prepare and deliver to Seller a draft balance sheet (the "Draft Closing Date Balance Sheet") for the Company as of the close of business on the Closing Date and a computation and determination of Net Working Capital and the Adjusted Merger Consideration in accordance with the provisions of this Section 2(e). Purchaser will prepare the Draft Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements, through full application of the procedures used in preparing the most recent audited balance sheet included within the Financial Statements. (ii) If Seller has any objection to the Draft Closing Date Balance Sheet, he will deliver a detailed statement describing his objections to Purchaser within 30 days after receiving the Draft Closing Date Balance Sheet. Purchaser and Seller will use reasonable efforts to resolve any such objections. If the Parties do not obtain a final resolution within 30 days after Purchaser has received the statement of objections, however, Purchaser and Seller will select an accounting firm mutually acceptable to them to resolve any remaining objections. If Purchaser and Seller are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. Purchaser will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2(e)(ii). The "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 2(e)(ii). The "Adjusted Merger Consideration" shall mean the Preliminary Merger Consideration, together with any revisions thereto pursuant to this Section 2(e), including the determination of the Accountant. (iii) In the event the Parties submit any unresolved objections to an accounting firm for resolution as provided in Section 2(e)(ii) above, Purchaser and Seller will share equally the responsibility for the fees and expenses of the accounting firm. (iv) Purchaser will make the work papers and back-up materials used in preparing the Draft Closing Date Balance Sheet, and the books, records, and financial staff of the Company, available to Seller and his accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the preparation by Purchaser of the Draft Closing Date Balance Sheet, (B) the review by Seller of the Draft Closing Date Balance Sheet, and (C) the resolution by the Parties of any objections thereto. (v) The Adjusted Merger Consideration will be determined by adjusting the Preliminary Merger Consideration as follows: (A) The Preliminary Merger Consideration will be increased by the amount, if any by which the Net Working Capital is greater than the Estimated Net Working Capital; and (B) The Preliminary Merger Consideration will be decreased by the amount, if any by which the Net Working Capital is less than the Estimated Net Working Capital.

Preparation of Closing Date Balance Sheet. (i) Within 90 30 days after the Closing Date, Purchaser will Seller shall prepare and deliver to Seller Buyer a draft consolidated balance sheet (the "Draft Closing Date Balance Sheet") for the Company of GBGC as of the close of business on the Closing Date and a computation and determination of Net Working Capital and (the Adjusted Merger Consideration in accordance with the provisions of this Section 2(e"Closing Date Balance Sheet"). Purchaser will prepare the Draft The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied on a basis consistent with that used in, and in accordance with the same accounting principles applied in, the preparation of the Financial Statementsfinancial statements referred to in Section 4.7, through full application and shall be reviewed by Xxxxxx Xxxxxxxx ("AA"). AA shall also perform agreed upon procedures to verify the accuracy of the procedures used calculation (the "Calculation") of GBGC's Closing Date Liabilities and Working Capital Deficiency as defined in preparing Section 1.3 as of the most recent audited balance sheet included Closing Date. Unless Buyer elects to forego such review, Xxxxxxx X. Xxxxxx & Company LLP ("Xxxxxx") shall have 25 days to review the Closing Date Balance Sheet and the Calculation. If Xxxxxx disagrees with the amount of Closing Date Liabilities shown on the Closing Date Balance Sheet or the Calculation, then it shall issue a report to such affect. AA and Xxxxxx shall have 30 days after the date the Xxxxxx report is issued to come to an agreement as to what the Closing Date Liabilities and Calculation should have been. If they are unable to agree within such 30-day period, the Financial Statements. two firms shall appoint a third accounting firm of recognized national standing which shall resolve the dispute (ii) If Seller has any objection to including, if necessary, auditing the Draft Closing Date Balance Sheet) within 60 days and whose decision shall be final and binding. Promptly after the dispute is resolved (or if there is no dispute, he will deliver a detailed statement describing his objections to Purchaser within 30 days promptly after receiving Xxxxxx has reviewed the Draft Closing Date Balance Sheet. Purchaser and Seller will use reasonable efforts to resolve any such objections. If the Parties do not obtain a final resolution within 30 days after Purchaser has received the statement of objections, however, Purchaser and Seller will select an accounting firm mutually acceptable to them to resolve any remaining objections. If Purchaser and Seller are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. Purchaser will revise the Draft Closing Date Balance Sheet as appropriate and Calculation or Buyer has foregone such review), any amount to reflect which Buyer would have been entitled shall be paid to Buyer by Seller including the resolution of interest, if any, referred to in Section 1.1 and any objections thereto pursuant amount to this Section 2(e)(ii)which Seller would have been entitled shall be paid to Seller by Buyer. The "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 2(e)(ii). The "Adjusted Merger Consideration" shall mean the Preliminary Merger Consideration, together with any revisions thereto pursuant to this Section 2(e), including the determination of the Accountant. (iii) In the event the Parties submit any unresolved objections to an accounting firm for resolution as provided in Section 2(e)(ii) above, Purchaser and Seller will share equally the responsibility for the fees and expenses of the third accounting firm. (iv) Purchaser will make firm shall be paid by Buyer or Seller, as the work papers and back-up materials used in preparing case may be, depending on whether the Draft Closing Date Balance SheetLiabilities and Calculation, and the books, records, and financial staff of the Company, available to Seller and his accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the preparation by Purchaser of the Draft Closing Date Balance Sheet, (B) the review by Seller of the Draft Closing Date Balance Sheet, and (C) the resolution by the Parties of any objections thereto. (v) The Adjusted Merger Consideration will be as determined by adjusting such third party accountants, is closer to the Preliminary Merger Consideration as follows: (A) The Preliminary Merger Consideration will be increased amount proposed by Xxxxxx than to the amount, if any amount proposed by which the Net Working Capital is greater than the Estimated Net Working Capital; and (B) The Preliminary Merger Consideration will be decreased by the amount, if any by which the Net Working Capital is less than the Estimated Net Working CapitalAA.

Preparation of Closing Date Balance Sheet. (i) Within 90 30 days after the Closing Date, Purchaser will Seller shall prepare and deliver to Seller Buyer a draft consolidated balance sheet (the "Draft Closing Date Balance Sheet") for the Company of GBGC as of the close of business on the Closing Date and a computation and determination of Net Working Capital and (the Adjusted Merger Consideration in accordance with the provisions of this Section 2(e"Closing Date Balance Sheet"). Purchaser will prepare the Draft The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied on a basis consistent with that used in, and in accordance with the same accounting principles applied in, the preparation of the Financial Statementsfinancial statements referred to in Section 4.7, through full application and shall be reviewed by Arthur Andersen ("AA"). AA shall also perform agreed upon procedures tx xxxxfx xxx xxcuracy of the procedures used calculation (the "Calculation") of GBGC's Closing Date Liabilities and Working Capital Deficiency as defined in preparing Section 1.3 as of the most recent audited balance sheet included Closing Date. Unless Buyer elects to forego such review, Richard A. Eisner & Company LLP ("Eisner") shall have 25 days to reviex xxx Xxxxxxx Xxxe Balance Sheet axx xxx Calculation. If Eisner disagrees with the amount of Closing Date Liabilities shown on xxx Xxosing Date Balance Sheet or the Calculation, then it shall issue a report to such affect. AA and Eisner shall have 30 days after the date the Eisner report is issued tx xxxx to an agreement as to what the Closing Xxxx Liabilities and Calculation should have been. If they are unable to agree within such 30-day period, the Financial Statements. two firms shall appoint a third accounting firm of recognized national standing which shall resolve the dispute (ii) If Seller has any objection to including, if necessary, auditing the Draft Closing Date Balance Sheet) within 60 days and whose decision shall be final and binding. Promptly after the dispute is resolved (or if there is no dispute, he will deliver a detailed statement describing his objections to Purchaser within 30 days promptly after receiving Eisner has reviewed the Draft Closing Date Balance Sheet. Purchaser and Seller will use reasonable efforts to resolve any such objections. If the Parties do not obtain a final resolution within 30 days after Purchaser has received the statement of objections, however, Purchaser and Seller will select an accounting firm mutually acceptable to them to resolve any remaining objections. If Purchaser and Seller are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. Purchaser will revise the Draft Closing Date Balance Sheet as appropriate and Calculation or Xxxxx has foregone such review), any amount to reflect which Buyer would have been entitled shall be paid to Buyer by Seller including the resolution of interest, if any, referred to in Section 1.1 and any objections thereto pursuant amount to this Section 2(e)(ii)which Seller would have been entitled shall be paid to Seller by Buyer. The "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 2(e)(ii). The "Adjusted Merger Consideration" shall mean the Preliminary Merger Consideration, together with any revisions thereto pursuant to this Section 2(e), including the determination of the Accountant. (iii) In the event the Parties submit any unresolved objections to an accounting firm for resolution as provided in Section 2(e)(ii) above, Purchaser and Seller will share equally the responsibility for the fees and expenses of the third accounting firm. (iv) Purchaser will make firm shall be paid by Buyer or Seller, as the work papers and back-up materials used in preparing case may be, depending on whether the Draft Closing Date Balance SheetLiabilities and Calculation, and the books, records, and financial staff of the Company, available to Seller and his accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the preparation by Purchaser of the Draft Closing Date Balance Sheet, (B) the review by Seller of the Draft Closing Date Balance Sheet, and (C) the resolution by the Parties of any objections thereto. (v) The Adjusted Merger Consideration will be as determined by adjusting such third party accountants, is closer to the Preliminary Merger Consideration as follows: (A) The Preliminary Merger Consideration will be increased amount proposed by Eisner than to the amount, if any amount proposed by which the Net Working Capital is greater than the Estimated Net Working Capital; and (B) The Preliminary Merger Consideration will be decreased by the amount, if any by which the Net Working Capital is less than the Estimated Net Working CapitalAA.

Preparation of Closing Date Balance Sheet. No later than forty-five (i45) Within 90 days after subsequent to the Closing Date, Purchaser will prepare and Sellers shall deliver to Seller Buyer a draft Closing Date balance sheet (audited by KPMG Peat Marwick, Sellers' independent public accountants, in accordance with United States generally accepted accounting principles, which reflects only the "Draft Closing Date Balance Sheet") for Purchased Assets and the Company Assumed Liabilities as of the close opening of business on the Closing Date as purchased and a computation and determination sold pursuant to each of Net Working Capital and the Adjusted Merger Consideration in accordance with the provisions of this Section 2(e)Sale Agreements. Purchaser will prepare the Draft The Closing Date balance sheet will be based on a roll forward from the Year End Balance Sheet in accordance with GAAP applied of Sellers and shall be prepared on a basis consistent with the Year End Balance Sheet. Buyer shall cooperate with Sellers and their representatives in the preparation of the Financial StatementsClosing Date balance sheet, through full application and shall furnish such information as may be reasonably requested in connection therewith. Within fifteen (15) business days after delivery of the procedures used in preparing the most recent audited balance sheet included within the Financial Statements. (ii) If Seller has any objection to the Draft Closing Date Balance Sheetbalance sheet, he will deliver a detailed statement describing his objections to Purchaser within 30 days after receiving the Draft Buyer shall notify Sellers in writing whether or not Buyer disputes any part of such Closing Date Balance Sheet. Purchaser and Seller will use reasonable efforts to resolve any such objectionsbalance sheet. If no notification is received by Sellers within such fifteen (15) business day period, Buyer shall be deemed to have accepted such Closing Date balance sheet. If Buyer does dispute any aspect of the Parties do not obtain Closing Date balance sheet, Buyer's dispute notice shall include reasonable detail regarding the nature and reasons for such dispute, and the parties shall thereafter negotiate in good faith to reach a final resolution within 30 days after Purchaser has received the statement of objections, however, Purchaser and Seller will select an accounting firm mutually acceptable to them to resolve any remaining objectionsresolution as soon as reasonably possible. If Purchaser Buyer and Seller Sellers are unable to agree on resolve such dispute within fifteen (15) business days after receipt by Sellers of Buyer's written dispute notice, then the choice determination of an accounting firm, they will select the Closing Date balance sheet shall be promptly submitted to a nationally-recognized third party accounting firm by lot (after excluding their respective regular outside of international standing, which shall resolve any disputes regarding the Closing Date balance sheet. The terms of appointment and engagement of such third party accounting firms)firm shall be as agreed upon between the Sellers and Buyer. The determination of any such third party accounting firm so selected will regarding the Closing Date balance sheet shall be set forth in writing and will be conclusive final and binding upon on Buyer and Sellers, and the Partiesexpenses of such third party accounting firm in making such determination shall be borne equally by Buyer, on the one hand, and Sellers, on the other hand. Purchaser will revise the Draft The Closing Date Balance Sheet balance sheet as appropriate finally agreed to reflect by the resolution of any objections thereto parties or as determined by such third party accounting firm pursuant to this Section 2(e)(ii). The section is referred to as the "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 2(e)(ii). The ."Adjusted Merger Consideration" shall mean the Preliminary Merger Consideration, together with any revisions thereto pursuant to this Section 2(e), including the determination of the Accountant. (iii) In the event the Parties submit any unresolved objections to an accounting firm for resolution as provided in Section 2(e)(ii) above, Purchaser and Seller will share equally the responsibility for the fees and expenses of the accounting firm. (iv) Purchaser will make the work papers and back-up materials used in preparing the Draft Closing Date Balance Sheet, and the books, records, and financial staff of the Company, available to Seller and his accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the preparation by Purchaser of the Draft Closing Date Balance Sheet, (B) the review by Seller of the Draft Closing Date Balance Sheet, and (C) the resolution by the Parties of any objections thereto. (v) The Adjusted Merger Consideration will be determined by adjusting the Preliminary Merger Consideration as follows: (A) The Preliminary Merger Consideration will be increased by the amount, if any by which the Net Working Capital is greater than the Estimated Net Working Capital; and (B) The Preliminary Merger Consideration will be decreased by the amount, if any by which the Net Working Capital is less than the Estimated Net Working Capital.