Preparation of Effective Date Balance Sheet Sample Clauses

Preparation of Effective Date Balance Sheet. If ADSX exercises the Two Tranche Option: (a) Forthwith after the Effective Date ADSX shall prepare the Effective Date Balance Sheet and the Settlement Statement (together, the “Statements”) and instruct ADSX’s Accountants to issue a review engagement report on the Effective Date Balance Sheet. The calculation of Net Assets will be made based on the information contained in the Effective Date Balance Sheet, subject to such adjustments as may be required by the principles described at Appendix I. ADSX shall use its reasonable best efforts to cause ADSX’s Accountants to deliver to ADSX final drafts of the Statements within 30 days of the Effective Date. (b) Promptly after receiving final drafts of the Statements and before ADSX’s Accountants issue the Statements in final form, ADSX shall deliver final drafts of the Statements to Xxxxx for his consideration and comment. ADSX will promptly deliver, upon request by Xxxxx, such documentation supporting the Effective Date Balance Sheet as he may request, acting reasonably. (c) ADSX shall amend the final draft Statements to the extent appropriate in the light of the comments in writing of Xxxxx, provided such comments are received by ADSX within 15 days (the “Comment Period”) of the date that ADSX delivers the Statements to Xxxxx pursuant to section 2.3(b). Subject to section 2.3(d), the resulting Statements shall be binding on ADSX, Xxxxx and all other interested Persons. (d) If ADSX and Xxxxx fail, within 10 days of the last day of the Comment Period, to reach agreement on any comments made by Xxxxx during the Comment Period (or such longer period as ADSX and Xxxxx may agree to in writing), a Canadian chartered accountant independent of ADSX and Xxxxx shall be selected by agreement between ADSX and Xxxxx to finally determine the Statements with all reasonable dispatch. If ADSX and Xxxxx are unable to agree on the independent accountant, he or she shall be selected by lot from a nominee proposed by ADSX, on the one hand, and a nominee proposed by Xxxxx, on the other. In making his or her determination, the independent chartered accountant shall act as an expert and not as an arbitrator. The resulting Statements shall be binding on ADSX, Xxxxx and all other interested Persons. (e) The notice provisions of the Acquisition Agreement shall govern the communications contemplated by this section 2.3.
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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.
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
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

Related to Preparation of Effective Date Balance Sheet

  • Closing Date Balance Sheet a. Not later than sixty (60) days after the Closing, Seller shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date". b. Without charge by Purchaser, Purchaser shall cause its and the Company's employees to cooperate reasonably and on a timely basis and to assist Seller with the preparation of the Closing Date Balance Sheet, and shall make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, and Seller shall make available its work papers for confidential inspection and review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information that contains competitively sensitive information concerning Seller's or any of Seller's Affiliate's unrelated operations, contracts, customers, pricing, costs, or related matters.

  • 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.

  • 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 (i) As soon as practicable (and in no event later than 45 days after the Closing) the Company shall prepare and deliver to the Parent and the Shareholders' Representative a proposed actual closing consolidated balance sheet of the Company and its subsidiaries as of the opening of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the Audited Balance Sheets. Simultaneously with the preparation and delivery of the Closing Balance Sheet, the Company shall prepare and deliver to the Parent and the Shareholders' Representative a statement of "Closing Net Worth," defined herein as total assets, including cash, less total liabilities, excluding the outstanding balance of the Crestar Loan, each as set forth in the Closing Balance Sheet. (ii) If neither the Parent nor the Shareholders' Representative objects to the determination by the Company of the Closing Net Worth by written notice of objection (the "Notice of Objection") delivered to the other party within 20 days after the receipt of such statement, such Notice of Objection to describe in reasonable detail such party's proposed adjustments to the Closing Net Worth, the proposed Closing Net Worth shall be deemed final and binding. (iii) If either party delivers a Notice of Objection in respect of the Closing Net Worth, then any dispute shall be resolved in accordance with paragraph (b) of this Section 2.9. (iv) During the period that the Parent and the Shareholders' Representative are conducting their review of the determination of the Closing Net Worth, and subsequent to issuance of the Closing Balance Sheet, Parent and the Shareholders' Representative and their respective representatives shall have reasonable access during normal business hours to the workpapers, schedules, memoranda, and all of the documents, including accounting records and other information arising after the Closing Date, prepared or reviewed by the Company and its employees related to or arising in connection with the preparation of the Closing Balance Sheet and the determination of the Closing Net Worth. (v) The Company will make the work papers prepared in connection with its preparation of the Closing Balance Sheet available to each of the Parent and the Shareholders' Representative and their respective representatives at reasonable times and upon reasonable notice subsequent to the completion of their review of the Closing Balance Sheet and at any time during the resolution of any objections raised by any party with respect to the Closing Balance Sheet and the determination of the Closing Net Worth.

  • 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.

  • Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End and except as described herein and in the attached exhibits, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of Sewcal. Without limiting the generality of the foregoing, since that date: (i) Sewcal has not sold, leased, transferred, or assigned any of its assets, tangible or intangible, other than for a fair consideration in the Ordinary Course of Business; (ii) Sewcal has note entered into any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 outside the Ordinary Course of Business; (iii) Sewcal has not accelerated, terminated, modified, or canceled any agreement, contract, lease, or license (or series of related agreements, contracts, leases, and licenses) involving more than $10,000.00 to which Sewcal is a party. (iv) Sewcal has not imposed any Security Interest upon any of its assets, tangible or intangible; (v) Sewcal has not made any capital expenditure (or series of related capital expenditures) either involving more than $5,000.00 outside the Ordinary Course of Business; (vi) Sewcal has not made any capital investment in, any loan to, or any acquisition of the securities or assets of, any other Person (or series of related capital investments, loans, and acquisitions) either involving more than $5,000.00 outside the Ordinary Course of Business; (vii) Sewcal has not issued any note, bond, or other debt security or created, incurred, assumed, or guaranteed any indebtedness for borrowed money or capitalized lease obligation either involving more than $2,500.00 singly or $5,000.00 in the aggregate. (viii) Sewcal has not delayed or postponed the payment of accounts payable and other Liabilities outside the Ordinary Course of Business; (ix) Sewcal has not canceled, compromised, waived, or released any right or claim (or series of related rights and claims) involving more than $2,500.00 outside the Ordinary Course of Business; (x) Sewcal has not granted any license or sublicense of any rights under or with respect to any Intellectual Property; (xi) Sewcal has not made or authorized any change in its articles of incorporation or bylaws of any of Sewcal or its Subsidiaries; (xii) Sewcal has not issued, sold, or otherwise disposed of any of its capital stock, or granted any options, warrants, or other rights to purchase or obtain (including upon conversion, exchange, or exercise) any of its capital stock; (xiii) Sewcal has not declared, set aside, or paid any dividend or made any distribution with respect to its capital stock (whether in cash or in kind) or redeemed, purchased, or otherwise acquired any of its capital stock; (xiv) Sewcal has not experienced any damage, destruction, or loss (whether or not covered by insurance) to its property outside the ordinary course of business; (xv) Sewcal has not made any loan to, or entered into any other transaction with, any of its directors, officers, and employees outside the Ordinary Course of Business; (xvi) Sewcal has not entered into any collective bargaining agreements, written or oral, or modified the terms of any existing such contract or agreement; (xvii) Sewcal has not granted any increase in the base compensation of any of its directors, officers, and employees outside the Ordinary Course of Business; (xviii) Sewcal has not adopted, amended, modified, or terminated any bonus, profit-sharing, incentive, severance, or other plan, contract, or commitment for the benefit of any of its directors, officers, and employees (or taken any such action with respect to any other Employee Benefit Plan); (xix) Sewcal has not made any other change in employment terms for any of its directors, officers, and employees outside the Ordinary Course of Business; (xx) Sewcal has not made or pledged to make any charitable or other capital contribution outside the Ordinary Course of Business; (xxi) (removed) (xxii) There has not been any other material occurrence, event, incident, action, failure to act, or transaction outside the Ordinary Course of Business involving Sewcal and/or its Subsidiaries; and

  • Effective Date; Termination Section 6.01. The following events are specified as additional conditions to the effectiveness of the Development Credit Agreement within the meaning of Section 12.01

  • Effective Date of the Agreement The date indicated in the Agreement on which it becomes effective, but if no such date is indicated, it means the date on which the Agreement is signed and delivered by the last of the two parties to sign and deliver.

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Termination Date, Etc “Termination Date” shall mean in the case of the Executive’s death, his date of death, or in all other cases, the date specified in the Notice of Termination subject to the following:

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