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

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.

Appears in 2 contracts

Samples: Agreement and Plan of Merger, Agreement and Plan of Merger (Brightcove Inc)

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Preparation of Final Closing Balance Sheet. (i) As promptly as practicable, but no later than 60 90 days after the Closing Date, Parent shall prepare and deliver to the Securityholders’ Representative Representatives (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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Athenahealth Inc)

Preparation of Final Closing Balance Sheet. (i) As promptly as practicable, but no later than 60 45 days after the Closing Date, Parent shall prepare and deliver to the Securityholders’ Members 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Irobot Corp)

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Preparation of Final Closing Balance Sheet. (i) As promptly as practicable, but no later than 60 seventy-five (75) days after the Closing Date, Parent shall prepare and deliver to the SecurityholdersStockholdersRepresentative 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 Operating 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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Transaction Systems Architects Inc)

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