Review of Closing Date Balance Sheet Sample Clauses

Review of Closing Date Balance Sheet. Seller shall submit the Closing Date Balance Sheet, when prepared, to Buyer. For all purposes related to this Section 2.03, Buyer shall provide Seller reasonable access to the books, records and personnel of HBI and the HBI Subsidiaries.
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Review of Closing Date Balance Sheet. Within forty-five (45) calendar days after the delivery to the Seller of the Closing Date Balance Sheet and the Closing Working Capital Statement (the "SELLER REVIEW PERIOD"), the Seller shall notify the Purchaser of its agreement or disagreement with the Closing Date Balance Sheet and the Closing Working Capital Statement. If the Seller in good faith disagrees with the Closing Date Balance Sheet and/or the Purchaser's determination of Closing Working Capital based solely upon an incorrect mathematical calculation or the Purchaser's failure to properly apply the Accounting Policies, the Seller may deliver to the Purchaser, prior to the expiration of the Seller Review Period, a notice (the "SELLER OBJECTION NOTICE") setting forth in reasonable detail (i) the items or amounts with which the Seller disagrees and the basis for such disagreement and (ii) the Seller's proposed corrections to the Closing Date Balance Sheet and/or the Closing Working Capital Statement (collectively, the 2 "SELLER OBJECTION"). Despite the timely delivery of a Seller Objection Notice, the Purchaser, on the one hand, and the Parent and the Seller on the other hand, as applicable, shall make any and all payments as to amounts not in dispute required by Section 1.4(e) prior to the resolution of the Seller Objection pursuant to Section 1.4(c). If the Seller does not deliver a Seller Objection Notice within the Seller Review Period, the Seller shall be deemed to agree in all respects with the Closing Date Balance Sheet and the Closing Working Capital Statement and the items and amounts reflected thereon shall be final and binding upon the Purchaser, the Parent and the Seller.
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Review of Closing Date Balance Sheet. Buyer will submit the Closing Date Balance Sheet and the statement of Closing Date Net Debt, when prepared, to Seller. For all purposes related to this Section 1.5, Buyer will, and will cause Company to, provide Seller reasonable access to the books, records and personnel of Company.
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Review of Closing Date Balance Sheet. PWC shall submit the Closing Date Balance Sheet, when prepared, to MLP and EECI. Each of MLP and EECI shall have the right, with its representatives and accountants other than PWC, to review the work papers of PWC used in preparing the Closing Date Balance Sheet and shall have reasonable access to the personnel of PWC for purposes of verifying the accuracy and fairness of presentation and compliance with this Agreement of the Closing Date Balance Sheet.
Sample 1
Review of Closing Date Balance Sheet. Seller shall submit the Closing Date Balance Sheet, when prepared, to Buyer, along with a certificate signed by an officer of Seller stating that the Closing Date Stockholder's Equity shown on the Closing Date Balance Sheet was calculated in accordance with the terms of this Agreement and GAAP, and consistent with the Recent Date Stockholder's Equity. Buyer shall have the right, with its representatives and accountants, to review the work papers of Seller and its independent accountants used in preparing the Closing Date Balance Sheet and shall have reasonable access to the books, records and personnel of Seller for purposes of verifying the accuracy and fairness of presentation of the Closing Date Balance Sheet.
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Review of Closing Date Balance Sheet. Upon receipt of the Closing Date Balance Sheet, Purchaser shall have the right of reasonable access to the records, work sheets and other materials used by Seller in preparing the Closing Date Balance Sheet. In the event Purchaser objects to the calculation of Actual Closing Date Working Capital, Purchaser shall notify Seller in writing of such objection, specifically setting forth the nature of such objection, within fifteen (15) Business Days following delivery of the Closing Date Balance Sheet. Upon receipt by Seller of Purchaser’s written objection, the parties shall attempt in good faith to resolve any disputes with respect to the calculation of Actual Closing Date Working Capital for a period of twenty (20) days and if they have been unable to resolve such disputes, then the disputes shall be submitted to the Independent Accountant for final and binding resolution.
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Related to Review of 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.

  • 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.

  • 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.

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

  • 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.

  • 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;

  • Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (a) (i) The audited consolidated balance sheet of (x) the Company and its Subsidiaries for the fiscal year of the Company ended November 30, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Company and its Subsidiaries for such fiscal year, and (y) the Acquired Business and its Subsidiaries for the fiscal year of the Acquired Business ended December 31, 2009 and the related consolidated statements of income, cash flows and shareholders’ equity of the Acquired Business and its Subsidiaries for such fiscal year, and (ii) the unaudited consolidated balance sheet of (x) the Company and its Subsidiaries for the three fiscal quarters of the Company ended August 31, 2010 and the related consolidated statements of income and cash flows of the Company and its Subsidiaries for such fiscal quarters and (y) the Acquired Business and its Subsidiaries for the eight months of the Acquired Business ended August 31, 2010 and the related consolidated statements of income and cash flows of the Acquired Business and its Subsidiaries for such fiscal period, copies of which in each case have been furnished to the Administrative Agent and each Lender prior to the Restatement Effective Date, present fairly in all material respects the consolidated financial condition of the Company and its Subsidiaries or the Acquired Business and its Subsidiaries, as the case may be, at the dates of said financial statements and the results for the periods covered thereby, subject, in the case of the unaudited financial statements, to normal year-end adjustments. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently applied, except to the extent provided in the notes to said financial statements.

  • 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.

  • 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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