Audited Closing Balance Sheet Sample Clauses

Audited Closing Balance Sheet. (2) Within sixty (60) days after Closing, Purchaser shall conduct a financial audit of the Company (the "Audit") and shall prepare and deliver to the Company an audited balance sheet of the Company as of the Closing Date (the "Audited Closing Balance Sheet"), which shall set forth the Net Working Capital and liabilities of the Company as of such date, and the amount of the Purchase Price Adjustment. In the event that the transactions contemplated by this Agreement are not consummated, Purchaser agrees to return all original documents to the Company at the end of the Audit and to otherwise comply with the terms and provisions of that certain confidentiality agreement executed by the Company and Purchaser.
Sample 1
AutoNDA by SimpleDocs
Audited Closing Balance Sheet. As promptly as practicable, but in any event within 90 days, following the First Tranche Closing Date, Seller shall deliver to Buyers the audited Closing Balance Sheet, together with a report thereon of Seller's Accountants stating that the Closing Balance Sheet fairly presents the consolidated financial
Sample 1
Audited Closing Balance Sheet. No later than 45 days after the Effective Date, Newco shall deliver to Parent an audited consolidated balance sheet for the Retained Business at the earlier of the Effective Date or December 31, 1996 after giving effect to the Distribution (but not to the Financing (as defined in Section 6.14) or the Merger), which shall be audited by Newco's independent public accountants as in accordance with generally accepted auditing standards (the "Audited Closing Balance Sheet"). The Audited Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles on a basis consistent with the Company Financial Statements. To the extent that the net working capital (current assets less current liabilities) of the Retained Business as shown on the Audited Closing Balance Sheet is more or less than the estimated net working capital as of the Effective Date certified pursuant to Section 6.14, the Company shall pay to Newco, or Newco shall pay to the Company, the amount of such excess or shortfall, respectively, in cash within five days of the delivery of the Audited Closing Balance Sheet. The Company agrees that representatives of Parent and Newco shall be given access to all work papers, books, records and other information related to 23
Sample 1
Audited Closing Balance Sheet. (1) Within 60 days after the Closing Date, Purchaser shall cause to be prepared and delivered to the Company an audited balance sheet of the Company as of the Closing Date in the manner set forth in Section 3.1(a) (the "Audited Closing Balance Sheet"), which shall set forth the Net Working Capital and long-term debt of the Company, if any, as of the Closing Date, and Purchaser's calculation of the Purchase Price Adjustment.
Sample 1
Audited Closing Balance Sheet. Upon its receipt of the Preliminary Closing Balance Sheet, Deloitte shall conduct an audit of the Preliminary Closing Balance Sheet in accordance with generally accepted accounting standards and in accordance with the standards set forth in Section 2.3(a) and Section 2.3(c). In connection with the engagement of Deloitte, each Party shall execute reasonable engagement letters and supply such other documents and information as Deloitte reasonably requires. Deloitte shall be instructed to use every reasonable effort to conduct such audit and deliver to Buyer and Seller its audit report with respect to the Preliminary Closing Balance Sheet (the "Audited Closing Balance Sheet") within thirty (30) calendar days after its receipt of the Preliminary Closing Balance Sheet and, in any case, as soon as practicable after such receipt. In connection with Deloitte's audit, Deloitte may reflect such adjustments to the Preliminary Closing Balance Sheet on the Audited Closing Balance Sheet as shall be required by Deloitte as a condition to providing its clean opinion in its audit report. Promptly upon completion of its audit, Deloitte shall deliver to Buyer and Seller the Audited Closing Balance Sheet accompanied by Deloitte's determination of (i) the amount of the Net Asset Value as of the Effective Time as reflected on the Audited Closing Balance Sheet and (ii) the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 2.2(b).
Sample 1
Audited Closing Balance Sheet. As promptly as practicable after the Closing, but in all events within forty-five (45) days after Closing, Arthxx Xxxexxxx XXX shall audit the Estimated Closing Balance Sheet (as so audited and adjusted to reflect the results of such audit, the "AUDITED CLOSING BALANCE SHEET"). The Audited Closing Balance Sheet shall reflect all adjustments necessary for a fair presentation of Company's financial position as of November 10, 1997, including the prorated effect of any contemplated year-end adjustments, but without giving effect to the Closing Transactions. Arthxx Xxxexxxx XXX shall not make any adjustments to any of the accrued items reflected on the Estimated Closing Balance Sheet.
Sample 1
Audited Closing Balance Sheet. A closing balance sheet will be prepared by Buyer in accordance with United States generally accepted accounting principals ("GAAP") consistently applied for general purpose users, audited by the accounting firm of Price Waterhouse within ninety (90) days of the Closing Date and presented to Seller along with the Adjustment calculation for review and comment. The cost of the audit shall be borne by Buyer. Notwithstanding the application of GAAP, the Audited Closing Balance Sheet will treat any long-term liability as a current liability as specified in Section 3.1
Sample 1
AutoNDA by SimpleDocs
Audited Closing Balance Sheet a. Purchaser shall prepare and shall cause Granx Xxxxxxxx XXX (the "SPECIAL AUDITORS") to audit, as soon as practicable after the Closing Date, but in no event later than ninety (90) days after the Closing Date, a balance sheet, income statements and other records (the "CLOSING BALANCE SHEET") of Fan Asylum and its Subsidiaries (as defined herein) prepared in accordance with generally accepted accounting principles in the United States of America ("GAAP") reflecting Fan Asylum's and its Subsidiaries' assets, liabilities, stock holders' equity and revenue (the "AUDITED CLOSING BALANCE SHEET") as of the year ending December 31, 1999. The Special Auditors shall also prepare a supplemental revenue schedule (the "Revenue Schedule") which states the revenue of Fan Asylum for the year ending December 31, 1999 in accordance with GAAP except that ticket revenue will be recorded based upon Fan Asylum's historical practices. Upon completion of the audit, Purchaser shall deliver a copy of the Audited Closing Balance Sheet to Shareholder. Shareholder shall assist Purchaser in preparation of the Closing Balance Sheet if requested by Purchaser.
Sample 1

Related to Audited Closing Balance Sheet

  • Closing Balance Sheet As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation).

  • Closing Date Balance Sheet (a) Prior to Closing, the parties will cooperate in preparing a balance sheet dated as of the Closing Date (the "Closing Date Balance Sheet") reflecting the amount by which the value of the Purchased Assets as of the Closing Date exceeds the Assumed Liabilities as of the Closing Date (the "Net Value"). Purchaser and Seller agree that the Closing Date Balance Sheet will be prepared in a manner consistent with the balance sheet as of June 28, 1997 attached hereto as Exhibit A and will reflect an update of the Preliminary Balance Sheet (as defined in Section 3.03(b) below). Purchaser and Seller will endeavor in good faith to resolve any disputes in the determination of the Net Value and the preparation of the Preliminary Balance Sheet and the Closing Date Balance Sheet. (b) Seller shall take a physical inventory (the "Closing Inventory") of the Divisions as of the last day of the most recent month that is not more than 30 days prior to the Closing Date (or such other date as Seller and Purchaser shall mutually agree) and will prepare a preliminary balance sheet as of the date of the Closing Inventory (the "Preliminary Balance Sheet") reflecting the value of the Purchased Assets and the Assumed Liabilities as of the date of the Preliminary Balance Sheet. Purchaser and its representatives will have the right to participate in the taking of the Closing Inventory. Not less than five days prior to Closing, Seller will deliver a copy of the Preliminary Balance Sheet to Purchaser for its review. Seller and Purchaser will cooperate to determine a method reasonably acceptable to each party to make adjustments to and update the Preliminary Balance Sheet for purposes of preparing the Closing Date Balance Sheet. 3.04

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Seller shall provide Buyer with Seller’s consolidated financial statements presenting the financial condition of Seller and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery of the Closing Financial Statements, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c)).

  • 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.

  • Unaudited Financial Statements The School shall prepare and submit its unaudited annual financial statements to the Commission by September 15 of the subsequent fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances.

  • Subsequent Financial Statements The Company shall provide to Parent, sufficiently in advance so as to permit a reasonable period of time to review and discuss the contents thereof, its financial results for any period after the date of this Agreement prior to making such results publicly available 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 review and discussion.

  • 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).

  • Audited Financial Statements The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Interim Financial Statements The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2012 and the related unaudited consolidated statements of income and cash flows for the six months then ended fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end audit adjustments).

  • Audited Financials The consolidated ------------------- ------------------ balance sheet of the Borrower and its consolidated Subsidiaries as at December 31, 2000 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Borrower nor any of its consolidated Subsidiaries had, as of December 31, 2000, any material Contingent Obligation, liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Hedge Agreement, which is not reflected in the financial statements contained in the Borrower's Annual Report on Form 10-K for the period ended December 31, 2000 or the notes thereto.

Time is Money Join Law Insider Premium to draft better contracts faster.