Revised Closing Balance Sheet definition
Examples of Revised Closing Balance Sheet in a sentence
Buyer and the Company shall make available to Seller the work papers and back-up materials used to determine the Revised Closing Balance Sheet and Revised Adjustment Amount and shall give Seller reasonable access to the Company’s financial records and to relevant Company personnel.
The determination by the Independent Accounting Firm shall be final, binding and conclusive on the Parties and a Revised Closing Balance Sheet shall be prepared reflecting such determinations of the Independent Accounting Firm and, if applicable, those disputed items which were resolved by Parent and the Stockholder Representative prior to the retention of the Independent Accounting Firm.
Purchaser shall have the right to review the Revised Closing Balance Sheet and comment thereon for a period of forty-five (45) calendar days after receipt thereof.
If Seller shall not have responded within the thirty (30) day period after receipt of the Revised Closing Balance Sheet, then Seller shall be deemed to have agreed with and will be bound by calculations of Net Closing Assets set forth in the Revised Closing Balance Sheet.
If the Accountant’s determination of Net Excess Debt is a number less than 95% of the Net Excess Debt as reflected in the Revised Closing Balance Sheet, then all fees and expenses of the Accountant shall be borne solely by Parent.
Any changes in the Revised Closing Balance Sheet that are agreed to by Purchaser and Sellers within such 45-day period shall be incorporated into a final balance sheet of the Business as of 11:59 p.m. Eastern Time on the day immediately preceding the Effective Date (the "Final Closing Balance Sheet").
If the Closing Adjustment as calculated using the Net Members' Equity determined by the Independent Accountant differs by 3.5% or more from the Closing Adjustment as calculated using the Net Members' Equity set forth in the Revised Closing Balance Sheet, then the fees and costs of the Independent Accountant shall be borne by Parent.
Buyer shall deliver with the Revised Closing Balance Sheet and Revised Working Capital Calculation reasonable supporting detail for its calculations.
If the Representative shall not have responded within the thirty (30) day period after receipt of the Revised Closing Balance Sheet, then the Representative and the Company Members shall be deemed to have agreed with calculations of Net Members' Equity set forth in the Revised Closing Balance Sheet and the payments and rights set forth in this Section 2.5(b)(i) above, and Parent, the Representative and each Company Member will be bound by such determination.
The Accountant shall issue, and deliver to Zenith, Zenith Insurance, Zenith Insurance's auditors and the Management Group, a special report on each Revised Closing Balance Sheet, in accordance with the American Institute of Certified Public Accountants' Statements on Auditing Standards.