Preparation of Closing Statements. The Pre-Closing Statement and the Closing Statement (and all estimates and calculations of the amounts included therein, including of Closing Net Working Capital), as applicable shall be prepared in accordance with the Accounting Methodology, except that the Closing Statement (and all estimates and calculations of the amounts included therein, including of Closing Net Working Capital) shall (a) not include any purchase accounting or other adjustment arising out of the consummation of the Transactions, (b) not be impacted by any (i) changes requested by Purchaser between the date hereof and the Closing Date or (ii) any action of Purchaser or any of its Affiliates and (c) in the case of the calculations of Closing Net Working Capital, only include the same line items included in the calculation of Working Capital in accordance with Section 6.10.
Preparation of Closing Statements. (i) As of the Closing, the Purchaser shall (A) take a physical inventory ("Physical Inventory") of all the Inventory and of the inventory owned by Leisegang GmbH (collectively, the "Sellers' Inventory") in a manner to be agreed upon by NetOptix and the Purchaser (which may be observed by NetOptix), (B) prepare a written statement which sets forth the value as of the Closing of the Sellers' Inventory and the Net Receivables for each Asset Seller (the "Inventory and Receivables Statement") and (C) prepare a statement which sets forth the value as of the Closing of the assets and liabilities of Leisegang GmbH (the "Statement of Assets and Liabilities"). The Purchaser shall deliver to NetOptix within sixty (60) days of Closing the Inventory and Receivables Statement and the Statement of Assets and Liabilities.
(ii) The Sellers' Inventory and Net Receivables and the assets and liabilities of Leisegang GmbH on the Statement of Assets and Liabilities shall be determined in accordance with GAAP, each as modified in accordance with the methodology set forth on SCHEDULE 3.3(a)(i) and as follows:
(A) Liabilities in the Leisegang GmbH Statement of Assets and Liabilities shall reflect all Liabilities with respect to the employee terminations required by SECTION 7.10 that have not been fully paid by the Sellers by the Closing Date;
(B) all intercompany Receivables and other assets and all intercompany Liabilities shall be eliminated or released; and
(C) No Sales Return Liability shall be accrued on the Statement of Assets and Liabilities.
Preparation of Closing Statements. The Pre-Closing Statement and the Closing Statement (and all estimates and calculations of the amounts included therein, including of Closing Net Working Capital), as applicable shall be prepared in accordance with the books and records of the Seller, except that the Closing Statement (and all estimates and calculations of the amounts included therein, including of Closing Net Working Capital) shall not include any purchase accounting or other adjustment arising out of the consummation of the Transactions, not be impacted by any (i) changes requested by Purchaser between the Original Agreement Date and the Closing Date or (ii) any action of Purchaser or any of its Affiliates.
Preparation of Closing Statements. As promptly as practicable following the Closing Date, but in no event more than sixty (60) Business Days after the Closing Date, Buyers, at their sole expense, shall prepare and deliver to the Sellers a notice (the “Notice of Adjustment”) of Buyers setting forth its proposed adjustment, if any, of the Purchase Price as contemplated under this Section 2.4, along with (i) an unaudited combined balance sheet of the Acquired Subsidiaries as of the Effective Time (the “Closing Balance Sheet”), and (ii) a statement (the “Final Net Assets Statement”) setting forth Buyers’ proposed computation of the Net Assets as of the Effective Time (the “Final Net Assets”). Both the Closing Balance Sheet and the Final Net Assets Statement shall be prepared in accordance with GAAP using the same accounting methods, policies, practices, and procedures, with consistent classification, judgments, and estimation methodology as were used by the Acquired Subsidiaries in preparing the Financial Statements (provided that in the event of any conflict between GAAP and consistency, GAAP will control); provided, however, that for purposes of preparing the Final Net Assets Statement, Net Assets shall be calculated and determined in accordance with Section 2.4(b) above. The Vessel Proceeds component shall be determined as of the date of Xxxxx Vessels Inc.’s receipt of the Vessel Proceeds and the Parties shall cooperate to provide all relevant information to each other with respect to such Vessel Proceeds in a timely manner. The amount of the BES Adjustment shall be determined by Buyer within forty-five days following the closing of the transactions contemplated by the BES Share Purchase Agreement. It is agreed that the amount of the Vessel Proceeds and BES Adjustment may be determined following the date that Closing Balance Sheet and Final Net Assets Statement are resolved and finalized.
Preparation of Closing Statements. The Pre-Closing Statement and the Closing Statement (and all estimates and calculations of Working Capital), as applicable shall be prepared in accordance with the Accounting Methodology, except that the Closing Statement (and all calculations of Working Capital) shall (a) not include any purchase accounting or other adjustment arising out of the consummation of the Transactions, (b) not be impacted by any action of Purchaser, the Surviving Company or any of their Affiliates, and (c) in the case of the calculations of Working Capital, only include the same line items included in the example calculation set forth in Exhibit E.
Preparation of Closing Statements. The Estimated Closing Statement, the Closing Statement and their respective components and all determinations and calculations contained therein (including all calculations of Working Capital presented in the format of the sample statement set forth on Schedule 2.04(a)) shall be prepared and calculated in accordance with the GAAP. For the avoidance of doubt, the Parties acknowledge and agree that the amounts set forth on Schedule 2.04(a) are for illustrative purposes only.
Preparation of Closing Statements. (1) As soon as practicable and in any event within 60 days after the Closing Date, the Buyer shall prepare and deliver to the Sellers unaudited financial statements of the Corporation for the period beginning on the first day of the current financial year of the Corporation and ending on the Closing Date, including a balance sheet, an income statement and a statement of changes in financial position, prepared in accordance with GAAP on a basis consistent with the Financial Statements together with a review engagement report of PTL Electronics Ltd. thereon (the “Closing Statements”).
(2) During the period from the Closing Date until the date of delivery of the Closing Statements, the Sellers will give the Buyer and its agents and representatives such assistance and access to the Books and Records as the Buyer and its agents and representatives may reasonably request in order to enable it prepare the Closing Statements.
(3) The Closing Statements shall be conclusive of the amount of the Closing Balance and shall be final and binding upon the Parties for the purpose of determining the Adjustment Amount unless before the 15th Business Day after the date on which the Closing Statements are delivered to the Sellers, the Sellers’ Representative gives to the Buyers a notice of objection to any matter stated in the Closing Statements.
(4) If the Sellers give a notice of objection pursuant to Section 2.5(3) then the Sellers and the Buyer shall consult with each other with respect to the objection. If they are unable to reach agreement within 10 Business Days after the notice of objection has been given, then the dispute shall be resolved by an accountant to be selected by the Buyer and such selection communicated to the Sellers, prior to Closing (the “Accountant”). The resolution of the dispute by the Accountant will be final and binding on the Parties. The fees and expenses of the Accountant, unless otherwise agreed by the Parties, will be borne equally by the Sellers and the Buyer.
Preparation of Closing Statements. The Closing Statements shall be prepared in accordance with Part 2 and Part 3 below and:
Preparation of Closing Statements. The consolidated balance sheet of the Consolidated Entities as of the Closing Date (the “Closing Statements”) shall be prepared in compliance with US-GAAP as applied by the Company in the consolidated US-GAAP accounts for the Company as at 31 October 2006 (relating to the former CoCreate Software GmbH (old), registered at the Local Court of Stuttgart under HRB 245058) retaining the same methods of accounting for and valuation of all assets, liabilities and reserves and the same policies and elections used or made by the Company (and the Consolidated Entities) in those consolidated accounts in compliance with US GAAP, it being understood that such Closing Statements will not include footnotes.
Preparation of Closing Statements. (a) Terminating Lessees and Terminating Lessors shall make such inventories, examinations and internal audits of each Hotel covered by a Lease Agreement to which it is a party and of the books and records relating thereto, as such parties may deem reasonably necessary to make the adjustment calculations and prorations required under this Agreement.
(b) In connection with the Closing, Terminating Lessors and Terminating Lessees shall agree upon a closing statement for each Hotel not later than five (5) days prior to the Closing Date (each, a “Closing Statement” and collectively, the “Closing Statements”). Terminating Lessees shall deliver to Terminating Lessors a draft Closing Statement ten (10) days prior to the Closing, with appropriate backup information, including a draft of the Reservation Schedule referred to in Section 6.4(c) for each Hotel. The Closing Statement shall contain the Terminating Lessees’ and Terminating Lessors’ best estimate of the amounts of the items requiring the prorations and calculations in this Agreement. The amounts set forth on the Closing Statement shall be the basis upon which the prorations provided for herein shall be made at the Closing Date.
(c) By no later than ninety (90) days following the Closing Date, Terminating Lessors shall deliver an accounting (the “Accounting”) to Terminating Lessees setting forth their determination of all adjustments to the Closing Statement which they believe are necessary to allocate the revenues and expenses of the Hotels in accordance with this Agreement.
(d) From time to time after the delivery of the Accounting, within thirty (30) days after information becomes available regarding any revenues or expenses of the Hotel for the period prior to Closing that it is not finally accounted for in the Accounting or in a previous Updated Accounting (defined below), Terminating Lessors shall prepare and deliver an updated accounting statement (an “Updated Accounting”) setting forth their determination of all additional adjustments to the Closing Statement which they believe are necessary to allocate the revenues and expenses of the Hotels in accordance with this Agreement.
(e) The Accounting and each Updated Accounting shall be accompanied by a statement of any sum due from one party to the other party hereto, and settlement thereof shall be made by the owing party by wire transfer or good check within ten (10) business days thereafter.
(f) Terminating Lessees may object to any item included in t...
