Preparation of the Closing Date Balance Sheet Sample Clauses

Preparation of the Closing Date Balance Sheet. 2.3.1. After the Closing Date, Purchaser, with the cooperation and assistance of Seller, shall prepare an unaudited consolidated balance sheet of the Company and the Subsidiary as of the Closing Date (but after taking into account the transactions to occur at or prior to the Closing pursuant to this Agreement) (the “Closing Date Balance Sheet”), together with supporting schedules with respect thereto. The Closing Date Balance Sheet shall be prepared in accordance with GAAP (except for required footnotes) applied in a manner consistent with the preparation of the Financial Statements and at a level of detail sufficient to identify the components necessary to calculate the Adjustment Amount. Purchaser shall deliver the Closing Date Balance Sheet and all supporting schedules with respect thereto to Seller as soon as practicable, but in any event no later than ninety (90) days after the Closing Date, together with Purchaser’s determination of the Adjustment Amount based upon the Closing Date Balance Sheet, certified by an officer of Purchaser, and the work papers relating thereto. Unless disputed as contemplated by Section 2.3.2, such determination by Purchaser shall be deemed final and binding on the parties hereto for all purposes of this Agreement. All costs and expenses of preparing the Closing Date Balance Sheet and determining the Adjustment Amount pursuant to this Section 2.3.1 shall be borne solely by Purchaser.
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Preparation of the Closing Date Balance Sheet. The Closing Date Balance --------------------------------------------- Sheet shall be prepared by Company as provided herein and in Section 1.4 and delivered to Purchaser on or prior to the Closing Date.
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Preparation of the Closing Date Balance Sheet. As soon as practicable (but in no event later than twenty (20) days after the Closing Date), Intrepid, at its cost and expense, shall cause a balance sheet for Ewinx xx be prepared as of the close of business on the Closing Date (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP, using the same methods and criteria employed by Ewinx xx connection with the preparation of its most recent year-end balance sheet to the extent such methods are consistent with GAAP, and shall present fairly Ewinx'x xxxancial position as of the Closing Date. Upon completion of the preparation of the Closing Date Balance Sheet, copies thereof shall promptly be provided to the Ewinx Xxxreholders.
Sample 1
Preparation of the Closing Date Balance Sheet. (i) Not later than seventy-five (75) days after the Closing Date, Purchaser shall prepare and deliver to Seller (A) an audited balance sheet of the Business acquired from Seller comprised of the Purchased Assets and the Assumed Liabilities as of the close of business on the Closing Date (the “Closing Date Balance Sheet”) which shall be prepared in accordance with GAAP; and (B) a schedule (the “Schedule of Adjustments”) setting forth in reasonable detail a computation of the Working Capital Adjustment based upon the Closing Date Balance Sheet and Closing Date Working Capital and reflecting any change from the Estimated Closing Date Working Capital.
Sample 1
Preparation of the Closing Date Balance Sheet. As soon as practicable after the Closing, and in any event within sixty (60) days following the Closing Date, PricewaterhouseCoopers LLP ("PWC") shall prepare the Closing Date Balance Sheet setting forth the combined Capitalization of the Company Group calculated immediately prior to the Effective Time (the "CLOSING DATE CAPITALIZATION"). Such Closing Date Balance Sheet shall be prepared, except as this Agreement provides otherwise, in accordance with GAAP (as in effect as of the date of this Agreement) applied on a basis consistent with that used in, and presented on the same basis as, the Pro Forma Closing Date Balance Sheet attached hereto as Exhibit 3.3, except that the working capital for the Closing Date Balance Sheet shall be determined in accordance with GAAP (as may be adjusted in connection with Section 3.3(f)).
Sample 1
Preparation of the Closing Date Balance Sheet. As soon as practicable after the Closing, and in any event within ninety (90) days following the Closing Date, Seller shall prepare the Closing Date Balance Sheet setting forth the Closing Date Stockholder's Equity.
Sample 1
Preparation of the Closing Date Balance Sheet. (i) Not later than one hundred twenty (120) days after the Closing Date, Purchaser shall, at its sole cost, prepare and deliver to Seller (A) an unaudited balance sheet of Seller as of the close of business on the Closing Date (the “Closing Date Balance Sheet”) which shall be prepared in accordance with generally accepted accounting principles, consistently applied (“GAAP”); and (B) a schedule (the “Schedule of Adjustments”) setting forth in reasonable detail Purchaser’s good faith computation of the Accruals Adjustment based upon the Closing Date Balance Sheet and Closing Date Accrual Amount and reflecting any change from the Estimated Closing Date Accrual Amount.
Sample 1
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Related to Preparation of the Closing 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.

  • 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).

  • 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.

  • 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 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.

  • Tax Periods Beginning Before and Ending After the Closing Date The Company or the Purchaser shall prepare or cause to be prepared and file or cause to be filed any Returns of the Company for Tax periods that begin before the Closing Date and end after the Closing Date. To the extent such Taxes are not fully reserved for in the Company’s financial statements, the Sellers shall pay to the Company an amount equal to the unreserved portion of such Taxes that relates to the portion of the Tax period ending on the Closing Date. Such payment, if any, shall be paid by the Sellers within fifteen (15) days after receipt of written notice from the Company or the Purchaser that such Taxes were paid by the Company or the Purchaser for a period beginning prior to the Closing Date. For purposes of this Section, in the case of any Taxes that are imposed on a periodic basis and are payable for a Taxable period that includes (but does not end on) the Closing Date, the portion of such Tax that relates to the portion of such Tax period ending on the Closing Date shall (i) in the case of any Taxes other than Taxes based upon or related to income or receipts, be deemed to be the amount of such Tax for the entire Tax period multiplied by a fraction the numerator of which is the number of days in the Tax period ending on the Closing Date and the denominator of which is the number of days in the entire Tax period (the “Pro Rata Amount”), and (ii) in the case of any Tax based upon or related to income or receipts, be deemed equal to the amount that would be payable if the relevant Tax period ended on the Closing Date. The Sellers shall pay to the Company with the payment of any taxes due hereunder, the Sellers’ Pro Rata Amount of the costs and expenses incurred by the Purchaser or the Company in the preparation and filing of the Tax Returns. Any net operating losses or credits relating to a Tax period that begins before and ends after the Closing Date shall be taken into account as though the relevant Tax period ended on the Closing Date. All determinations necessary to give effect to the foregoing allocations shall be made in a reasonable manner as agreed to by the parties.

  • 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.

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

  • Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such consultation.

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