Closing Date Balance Sheet. Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within twenty (20) days after PainCare’s delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such twenty (20) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within twenty (20) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment (as defined below) to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm mutually acceptable to the Parties, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date. If the final Closing Date Balance Sheet reflects Cash of the Company that is less than Twenty Thousand Dollars ($20,000) (the “Required Cash”), then the Merger Consideration shall be reduced and the Shareholder shall be required to immediately return to PainCare dollar for dollar an Amount equal to the Required Cash less Cash reflected on ...
Closing Date Balance Sheet. Within thirty (30) days from and after the Closing, the Seller and the Partners shall deliver to the Purchaser the Closing Date Balance Sheet dated as of the Closing Date as set forth in Section 7.8 hereof.
Closing Date Balance Sheet. Within 60 days after the Closing Date an unaudited balance sheet for the Company shall be prepared as of the Closing Date (the "Closing Date Balance Sheet") by PentaStar and delivered by PentaStar to the Shareholders. The Closing Date Balance Sheet shall be prepared in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar. The Closing Date Balance Sheet shall set forth, in addition to other items required by PentaStar's application of GAAP, the amount, as of the Closing Date, of
Closing Date Balance Sheet. Within forty (40) days after the Closing Date, Purchaser shall prepare and deliver to Seller, at Purchaser's expense, an unaudited balance sheet for the Company as of the Closing Date (the "Preliminary Closing Date Balance Sheet"), which shall be prepared by Purchaser in accordance with GAAP on a consistent basis. Promptly upon Seller's request, Purchaser shall make available to Seller copies of the work papers and back-up materials used by Purchaser in preparing the Preliminary Closing Date Balance Sheet and such other documents as Seller may reasonably request in connection with its review of the Preliminary Closing Date Balance Sheet. Within ninety (90) days after the first anniversary of the Closing Date, Purchaser shall prepare and deliver to Seller, at Purchaser's expense, an unaudited balance sheet for the Company as of the Closing Date (the "Adjusted Closing Date Balance Sheet"), which shall be prepared by Purchaser in accordance with GAAP on a consistent basis and which shall be adjusted to reflect changes to the elements of Working Capital set forth on the Preliminary Closing Date Balance Sheet that have or have not been converted to cash or been utilized in the operation of the Company's business, as well as elements for which reserves, accruals and/or balances have proven to be inaccurate with hindsight. In particular, the Adjusted Closing Date Balance Sheet shall reflect full reserves for any Accounts Receivable that remain uncollected on the first anniversary of the Closing Date, any inventory owned by the Company on the Closing Date that remains unused or unsold on the first anniversary of the Closing Date and any warranty claims or other liabilities that relate to the pre-Closing period, in each case in excess of the reserves related thereto. Promptly upon Seller's request, Purchaser shall make available to Seller copies of the work papers and back-up materials used by Purchaser in preparing the Adjusted Closing Date Balance Sheet and such other documents as Seller may reasonably request in connection with its review of the Adjusted Closing Date Balance Sheet. Purchaser undertakes to cause the Company to use its commercially reasonable efforts to collect all accounts receivables and to utilize all inventory currently on the books in accordance with the Company's past practices and in the ordinary course of its business. Within thirty (30) days after receipt of the Adjusted Closing Date Balance Sheet, Seller shall deliver to Purchaser a writ...
Closing Date Balance Sheet. (a) No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date, in a form reasonably acceptable to Acquiror and certified by the Chief Executive Officer and Chief Financial Officer of the Company, that has been prepared in accordance with the Accounting Principles and that fairly presents an estimate by the Company in good faith based on reasonable assumptions of the consolidated balance sheet of the Company as of the Closing Date, after giving effect to the Closing (the “Closing Date Balance Sheet”). The Closing Date Balance Sheet shall also include a good faith calculation, in reasonable detail, of the Closing Net Working Capital Adjustment Amount (the “Estimated Closing Net Working Capital Adjustment Amount”) and each of the components and subcomponents thereof. The Company shall not take or fail to take any action with the intention or for the purpose of manipulating the Closing Net Working Capital Adjustment Amount (it being understood that efforts to maximize Closing Net Working Capital in the ordinary course of business consistent with past practice will not be deemed to be manipulative). No later than ten (10) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a preliminary Closing Date Balance Sheet. The Company shall consider in good faith any of Acquiror’s reasonable comments to such preliminary Closing Date Balance Sheet and the figures and calculations set forth thereon and provide any additional supporting documentation reasonably requested by Acquiror. The Closing Date Balance Sheet and the Estimated Closing Net Working Capital Adjustment Amount shall take into account any adjustments to the preliminary Closing Date Balance Sheet requested by Acquiror in good faith and not otherwise rejected by the Company in its good faith
Closing Date Balance Sheet. No later than thirty (30) days following the Closing, Seller shall provide to Buyer a balance sheet dated as of the Closing, as determined in accordance with GAAP consistently applied, which includes, but is not limited to, Seller's Accounts Receivable, accounts payable, and all deferred and all unearned revenue.
Closing Date Balance Sheet. The Company shall prepare and deliver to Parent prior to Closing (i) an unaudited consolidated balance sheet of the Company as of the last business day of the most recently completed full month ending immediately preceding the Closing Date (or, if the Closing Date is before the 15th day of the month, as of the last business day of the month immediately preceding the most recently completed full month ending immediately preceding the Closing Date), which balance sheet shall be prepared in accordance with GAAP (except as permitted by Form 10-Q of the SEC) and on a basis consistent with the unaudited balance sheets of the Company included in the SEC Documents and shall fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the date thereof, and (ii) the Company's best estimate (using actual data through at least the end of the third business day immediately preceding the Closing Date) of closing account information for all line items that would appear on a consolidated balance sheet of the Company other than deferred revenue and line items relating to stockholders' equity (deficit) as of the business day immediately preceding the Closing Date. The Company shall provide to Parent any information and back-up materials (including bank account information) reasonably requested by Parent with respect thereto.
Closing Date Balance Sheet. The Shareholders will cause a balance sheet as of the Closing Date to be delivered to DAH within a reasonable time after the Closing Date (the "Closing Date Balance Sheet") which shall be true, correct and complete, shall have been prepared from and are in accordance with the books and records of AI and shall have been prepared in conformity with generally accepted accounting principles applied on a consistent basis for such periods using an accrual basis method, and fairly present the financial condition of AI as of the date stated on such dates in accordance with such practices.
Closing Date Balance Sheet. Borrower shall have delivered to Lender a consolidated pro forma balance sheet of Borrower as of the Closing Date, giving effect to the Acquisition and the transactions contemplated by this Agreement, the other Related Documents and the Acquisition Agreements.
Closing Date Balance Sheet. The Company shall prepare and deliver to Parent, at least three (3) business days prior to the Closing Date, the Closing Date Balance Sheet.
