Adjustments to Closing Date Balance Sheet Sample Clauses

Adjustments to Closing Date Balance Sheet. Sellers' Representative shall have 30 days from the date of submission of the Closing Date Balance Sheet to review the Closing Date Balance Sheet. The Closing Date Balance Sheet, as delivered to Sellers' Representative, will be deemed conclusive and binding on the Parties and will be deemed to reflect the agreed upon Net Working Capital as of the Closing Date upon which the adjustment to the Purchase Price set forth in Section 2A(c) below will be based, unless, within the thirty (30) day period following submission of the Closing Date Balance Sheet to Sellers' Representative, Sellers' Representative notifies Buyer in writing that, in the Sellers' Representative's reasonable judgment, the Closing Date Balance Sheet was not prepared in accordance with Section 2A(a) (the "Dispute Notice"). The Dispute Notice shall identify each proposed adjustment to the Closing Date Balance Sheet, stating with reasonable specificity the reasons for any disagreement and the amounts in dispute. However, Sellers' Representative shall not dispute any amounts reflected on the Closing Date Balance Sheet unless Sellers' Representative can demonstrate that the Closing Date Balance Sheet was not prepared in accordance with GAAP applied on a consistent basis with the preparation of the Most Recent Balance Sheet. During the 30-day period following Sellers' Representative's delivery of the Dispute Notice to Buyer, Buyer and Sellers' Representative shall use their best efforts to resolve and agree upon any proposed adjustments set forth in the Dispute Notice. If, after a period of 30 days following Sellers' Representative's delivery of the Dispute Notice to Buyer, any adjustment still remains disputed, then (i) Sellers or Buyer, as the case may be, immediately shall pay to the other Party the amount, if any, not subject to the dispute and (ii) Sellers' Representative and Buyer will submit the disputed items for determination to Ernst & Young LLP, or if Ernst & Young LLP is not available, to KPMG LLP, or if KPMG LLP is not available and Buyer and Sellers' Representative are unable to agree upon the selection of an Audit Firm within five (5) business days after expiration of such 30-day period, the Audit Firm shall be appointed by the AAA (the "Audit Firm"). Such submission shall be accompanied by a statement from each of the Buyer and the Sellers' Representative setting forth the proposed calculation by each such party of the items in dispute (each, a "Last Offer") and may propose the pro...
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Adjustments to Closing Date Balance Sheet. (a) The Vendors shall have thirty (30) days from the date of submission of the Closing Date Balance Sheet and the Purchaser’s determination of the Actual Closing Payroll to review the Closing Date Balance Sheet and the determination of the Actual Closing Payroll. The Purchaser shall provide to the Vendors access to all information and records required by the Vendors to review and assess the accuracy and completeness of the Closing Date Balance Sheet and the Actual Closing Payroll. If, in the Vendors’ reasonable judgment, either the Closing Date Balance Sheet or the Actual Closing Payroll was not prepared or determined in accordance with Section 2.10, the Vendors or their independent accountants (“Vendors’ Accountants”) shall have the right to object to the Closing Date Balance Sheet and/or the Actual Closing Payroll, as applicable, within such thirty (30) day period. Any such objection (the “Objection Notice”) shall be made in writing to the Purchaser and shall set forth in reasonable detail those items or amounts as to which the Vendors disagree. If the Vendors do not deliver the applicable Objection Notice prior to the end of such thirty (30) day period, (i) Working Capital shall equal the Working Capital figure set forth in the Closing Date Balance Sheet delivered to the Vendors by the Purchaser, and (ii) the Actual Closing Payroll shall equal the amount determined by the Purchaser.
Sample 1

Related to Adjustments to 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.

  • 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;

  • 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.

  • Subsequent Recalculation In the event the Internal Revenue Service adjusts the computation of the Company under Section 5.2 herein so that the Executive did not receive the greatest net benefit, the Company shall reimburse the Executive for the full amount necessary to make the Executive whole, plus a market rate of interest, as determined by the Committee, within 30 days after such adjustment.

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

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since that date:

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