Preparation of Effective Date Balance Sheet Sample Clauses

Preparation of Effective Date Balance Sheet. If ADSX exercises the Two Tranche Option:
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Preparation of Effective Date Balance Sheet. The Effective Date Balance Sheet, when prepared, will (a) fairly present the financial condition and results of operations of the Business as of the Effective Time; (b) be prepared based on an audit conducted in accordance with GAAS; and (c) be prepared in accordance with GAAP. Seller will have no Liabilities not reflected or reserved against on the Effective Date Balance Sheet which, under GAAP, should have been reflected or reserved against thereon. Seller will make available to Buyer all work papers (including those of Seller’s external certified public accountant) relating to the preparation of the Effective Date Balance Sheet.
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Preparation of Effective Date Balance Sheet. (a) Within 15 days after the Closing Date, the Buyer will prepare and deliver to the Sellers a draft consolidated balance sheet (the "Initial Effective Date Balance Sheet") for the Company as of the Effective Time (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement). The Buyer will prepare the Initial Effective Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Company's financial statements referenced in Section 3.4 (the "Financial Statements"); provided, however, that assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year-end (which normally are determined through the application of so-called interim accounting conventions or procedures) will be determined, for purposes of the Initial Effective Date Balance Sheet, through full application of the procedures used in preparing the most recent audited balance sheet included within the Financial Statements and the principles contained in Exhibit C.
Sample 1
Preparation of Effective Date Balance Sheet. (i) Within 60 days after the Closing Date, the Target will prepare and deliver to the Parties a draft consolidated balance sheet (the "Draft Effective Date Balance Sheet") for the Target and IISC as of the close of business on the day immediately prior to the Effective Date (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement). The Draft Effective Date Balance Sheet will be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements and will be subject to the normal audit review and report of the Target's current auditors.
Sample 1
Preparation of Effective Date Balance Sheet. If the Shareholders have any objections to the Draft Effective Date Balance Sheet, they shall deliver a detailed statement describing their objections to the Surviving Corporation within 15 days after receiving the Draft Closing Date Balance Sheet. The parties shall use their "Best Efforts" (as defined below in this Section 1.5(b) to resolve any such objections themselves. If the parties do not obtain a final resolution within 30 days after Buyer has received the statement of objections, PJAM and the Shareholders have selected Xxxxxx Xxxxxxxx & Co., Cleveland, Ohio, to resolve any remaining objections. The determination of such accounting firm shall be made on the basis of the requirements of this Agreement, will be set forth in writing and will be conclusive and binding upon the parties hereto. The Surviving Corporation shall revise the Draft Effective Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 1.5(b). As used in this Agreement, the term "Effective Date Balance Sheet" shall mean the Draft Effective Date Balance Sheet, together with any revisions thereto pursuant to this Section 1.5(b); the term "Best Efforts" shall mean the efforts that a prudent "Person" desirous of achieving a result would use in similar circumstances to ensure that such result is achieved as expeditiously as possible; the term "Person" shall mean any individual, corporation (including any non-profit corporation), general or limited partnership, limited liability partnership or company, joint
Sample 1
Preparation of Effective Date Balance Sheet. Within sixty (60) days following the Closing Date, the Shareholder and Surviving Entity shall jointly prepare a balance sheet of the Target that shall be as of the close of business on the Effective Date (the "Effective Date Balance Sheet") and a ---------------------------- statement setting forth the Net Working Capital of the Target as of the close of business on the Effective Date. The Effective Date Balance Sheet and the statement of Net Working Capital shall be prepared (i) using the same accounting practices, procedures and methods regularly and historically employed by the Target for reporting to the Shareholder and (ii) in accordance with the procedures used in preparing and set forth on Exhibit 2.8.1, which reflects the ------------- Net Working Capital of Target as of September 30, 1999 and (iii) in accordance with generally accepted accounting principles ("GAAP") as historically applied ---- by the Target. For purposes hereof, the term "Net Working Capital" shall mean ------------------- the difference in amount between the Current Assets of the Target acquired by Acquiror and the Current Liabilities of the Target assumed by Acquiror as of the close of business on the Effective Date, excluding current income tax asset/liabilities. The term "Current Assets" shall mean all assets that will be -------------- collected in one year or less including cash, accounts receivable and inventories. The term "Current Liabilities" shall mean obligations that will ------------------- become due within one year including accounts payable, short term debts incurred in the ordinary course of business (other than Intercompany Debt and Growth Capital Expenditures), and accruals for wages, salaries, rentals and Taxes (excluding Income Taxes).
Sample 1

Related to Preparation of Effective Date Balance Sheet

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Operations Since Balance Sheet Date (a) Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, there has been:

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Closing Balance Sheet (a) Within thirty (30) days following the Closing, the Sellers and Company shall cause to be prepared and delivered to Buyer an unaudited balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”). The Company and Sellers shall cause the Closing Balance Sheet to be prepared in accordance with GAAP consistent with and using the same accounting principles, policies and methods as in the audited financial statements described in Section 3.17 with contract estimates at completion (“EACs”) and estimates to complete (“ETCs”) determined on a basis consistent with the method used for determination of the Company’s audited financial statements. Sellers shall bear the cost of preparing the Closing Balance Sheet. If the Tangible Net Worth of the Company as of the Closing Date as reflected on the Closing Balance Sheet, taking into account payment of the Company Pre-Closing Liabilities, is less than $80,000, then the Escrow Deposit shall be reduced on a dollar for dollar basis to the extent of any such deficiency. The amount by which the Tangible Net Worth of the Company as of the Closing Date is less than $80,000 taking into account payment of the Company Pre-Closing Liabilities, is hereafter referred to as the “Balance Sheet Adjustment.” The amount of any Balance Sheet Adjustment shall be deducted from the Escrow Deposit and paid to Buyer within two (2) days following determination of the “Final Closing Balance Sheet” (as defined in Section 2.3(b)), prior to release of the Escrow Deposit to the Sellers. The remainder of the Escrow Deposit shall thereafter promptly be paid by Escrow Agent to the Sellers in accordance with the terms of the Escrow Agreement. To the extent that Buyer decides not to pay off the DCAA liability as described in Section 2.2(a)(iii), then such amount shall be deemed paid off for purposes of determining the Closing Balance Sheet hereunder.

  • Financial Statements; Servicing Facility In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a Consolidated Statement of Operations of the Company for the most recently completed two fiscal years for which such a statement is available, as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of Operations. The Company also shall make available any comparable interim statements to the extent any such statements have been prepared by or on behalf of the Company (and are available upon request to members or stockholders of the Company or to the public at large). The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting recent developments affecting the Company or the financial statements of the Company, and to permit any prospective Purchaser to inspect the Company's servicing facilities for the purpose of satisfying such prospective Purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.

  • Financial Statements; Servicing Facilities In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a Consolidated Statement of Operations of the Seller for the most recently completed five fiscal years for which such a statement is available, as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of Operations. The Seller also shall make available any comparable interim statements to the extent any such statements have been prepared by or on behalf of the Seller (and are available upon request to members or stockholders of the Seller or to the public at large). If it has not already done so, the Seller shall furnish promptly to the Purchaser copies of the statement specified above. The Seller shall make available to the Purchaser or any prospective Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting recent developments affecting the Seller or the financial statements of the Seller, and to permit any prospective Purchaser to inspect the Seller's servicing facilities for the purpose of satisfying such prospective Purchaser that the Seller has the ability to service the Mortgage Loans as provided in this Agreement.

  • Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since that date:

  • Preparation of the Financial Statements The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

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