Preparation of Final Closing Balance Sheet. (i) As promptly as practicable, but no later than 60 days after the Closing Date, Parent shall prepare and deliver to the Securityholders’ Representative (A) a balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Parent’s best estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and (B) the Net Working Capital of the Company based on the Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP and using the same GAAP accounting principles, practices, methodologies and policies that were used to prepare the Estimated Closing Balance Sheet.
Preparation of Final Closing Balance Sheet. (a) For purposes of this Article 10:
Preparation of Final Closing Balance Sheet. (i) As promptly as practicable, but no later than 60 days after the Closing Date, Buyer shall prepare and deliver to the Securityholders’ Representative a balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Buyer’s best estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared in accordance with GAAP and using the same GAAP accounting principles, practices, methodologies and policies that were used to prepare the Estimated Closing Balance Sheet.
Preparation of Final Closing Balance Sheet. (i) As promptly as practicable, but no later than one hundred twenty (120) days after the Closing Date, Parent shall prepare and deliver to the Stockholder Representative (A) a balance sheet of the Company as of the close of business on the Business Day immediately preceding the Closing Date, reflecting thereon Parent’s determination of the balance sheet of the Company as of the close of business on the Business Day immediately preceding the Closing Date (the “Closing Balance Sheet”), (B) the Net Working Capital of the Company based on the Closing Balance Sheet, (C) the unpaid Transaction Expenses as of immediately prior to the Closing, (D) the unpaid Indebtedness of the Company as of immediately prior to the Closing, and (E) Cash. The Closing Balance Sheet shall be prepared in accordance with GAAP and consistent with the Company’s past accounting practices.
Preparation of Final Closing Balance Sheet. As soon as practicable following the Closing Date, and in any event within 30 days thereof, Seller shall prepare and deliver to Purchaser (i) a definitive closing balance sheet reflecting Seller’s final calculation and determination of the Closing Balance Sheet Assets, Closing Balance Sheet Liabilities and Closing Book Value as of the close of business on the Closing Date and immediately prior to giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements (the “Final Closing Balance Sheet”), (ii) a calculation of the Closing Book Value Surplus or Closing Book Value Deficit, as the case may be, if any, based upon the Final Closing Balance Sheet, (iii) a calculation of the Retail Deposits as of the close of business on the Closing Date (the “Closing Date Retail Deposits”) and (iv) a calculation of the Closing Premium Increase Amount or Closing Premium Decrease Amount, as the case may be, based upon the Closing Date Retail Deposits, if applicable. The Final Closing Balance Sheet shall (x) fairly present the Closing Balance Sheet Assets, Closing Balance Sheet Liabilities and Closing Book Value as of the close of business on the Closing Date and immediately prior to giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, (y) include line items substantially consistent with those used in the preparation of the balance sheets included in the Seller Financial Statements and (z) be prepared in accordance with GAAP. Purchaser shall, and shall cause its representatives to, cooperate with Seller and provide timely access to all relevant information for purposes of preparing the Final Closing Balance Sheet, including, without limitation, making available to Seller such books, records, work papers and personnel, to the extent necessary and relevant to such preparation.
Preparation of Final Closing Balance Sheet. (i) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Securityholders’ Representative (A) a balance sheet of the Company as of 11:59 pm (Boston time) on the day immediately prior to the Closing Date, reflecting thereon Parent’s best estimate of the same balance sheet items of the Company, including the Return Reserve Amount and reserves against gross accounts receivable for Customer Deductions and Customer Programs, as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of 11:59 pm (Boston time) on the day immediately prior to the Closing Date (the “Closing Balance Sheet”), (B) the Net Working Capital of the Company based on the Closing Balance Sheet and (C) the cash and cash equivalents of the Company immediately prior to the Effective Time based on the Closing Balance Sheet (the “Closing Cash Amount”). The Closing Balance Sheet shall be prepared in accordance with GAAP and using the same GAAP accounting principles, practices, methodologies and policies that were used to prepare the Estimated Closing Balance Sheet.
Preparation of Final Closing Balance Sheet. (i) As promptly as practicable, but no later than 60 days after the Closing Date, Parent shall prepare and deliver to the Securityholders’ Representative (A) a balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Parent’s best estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”), (B) the Net Working Capital of the Company based on the Closing Balance Sheet (“Closing Net Working Capital”) and (C) the consolidated Cash of the Company, excluding restricted cash, as of the close of business on the day immediately prior to the Closing Date (“Closing Date Cash”). The Closing Balance Sheet and the Closing Net Working Capital shall be prepared in accordance with GAAP and using the same GAAP accounting principles, practices, methodologies and policies that were used to prepare the Estimated Closing Balance Sheet.
Preparation of Final Closing Balance Sheet. (i) As promptly as practicable, but no later than ninety (90) days after the Closing Date, Parent may, in its sole discretion, prepare and deliver to the Stockholder Representative a statement setting forth (the “Closing Statement”) (A) a balance sheet of the Company Group as of 12:01 a.m., Eastern time, on the Closing Date, reflecting thereon Parent’s determination of the balance sheet of the Company Group on a consolidated basis as of 12:01 a.m., Eastern time, on the Closing Date (the “Closing Balance Sheet”), and (B) the calculations (collectively, the “Closing Calculations”) of (1) the Closing Net Working Capital of the Company based on the Closing Balance Sheet (the “Closing Net Working Capital”), (2) the unpaid Transaction Expenses as of immediately prior to the Closing (the “Closing Transaction Expenses”), (3) the unpaid Debt of the Company Group as of immediately prior to the Closing (the “Closing Debt”), and (4) Cash of the Company Group as of immediately prior to the Closing (“Closing Cash”). The Closing Balance Sheet and Closing Calculations shall be prepared and calculated in accordance with GAAP and the Accounting Principles, to the extent such Accounting Principles are in accordance with GAAP. If Parent does not deliver the Closing Balance Sheet and the Closing Calculations within ninety (90) days after the Closing Date, then the Estimated Closing Balance Sheet shall be deemed the “Final Closing Balance Sheet” and the Estimated Closing Calculations shall be deemed to have been accepted by Parent and shall be final, binding upon the Company Equityholders and Parent and shall not be subject to dispute or review.
Preparation of Final Closing Balance Sheet. (i)As promptly as practicable, but no later than ninety (90) days after the Closing Date, Parent shall prepare and deliver to the Securityholder Representative (A) a balance sheet of the Company as of the close of business on the earlier of (i) the day prior to the Closing Date and (ii) the close of business on October 31, 2014, reflecting thereon Parent’s determination of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the earlier of (i) the day prior to the Closing Date and (ii) October 31, 2014 (the “Closing Balance Sheet”) and (B) the Net Working Capital of the Company based on the Closing Balance Sheet.
Preparation of Final Closing Balance Sheet. The Final Closing Balance Sheet shall be prepared from the books and records of Seller in accordance with the following:
