Closing Balance Sheet Adjustment. 1.9.1 Within 45 days following the Closing Date, VSI and Seller, with the reasonable assistance and cooperation of Buyer (including use of employees of Buyer who were employees of Seller immediately prior to Closing at no cost to Seller), shall prepare and deliver to Buyer the Closing Balance Sheet and the Closing Schedules. The Closing Balance Sheet and the Closing Schedules shall be prepared from the books and records of VSI and Seller concerning their respective businesses in accordance with GAAP on a basis consistent with that used in the preparation of the balance sheet included in the Financial Statements dated June 30, 1998. Buyer, with the reasonable assistance and cooperation of VSI and Seller, shall have 30 days to review the Closing Balance Sheet and the Closing Schedules after receipt thereof from VSI and Seller. On or before the expiration of such 30-day period, Buyer shall deliver to VSI and Seller a written statement accepting or objecting to the Closing Balance Sheet and the Closing Schedules. In the event that Buyer shall object to the Closing Balance Sheet, the Closing Schedules or both, such statement shall include a detailed itemization of Buyer's objections and its reasons therefor. If no statement is delivered by Buyer to VSI and Seller within such 30-day period, Buyer shall be deemed to have accepted the Closing Balance Sheet and the Closing Schedules.
Closing Balance Sheet Adjustment. (a) Within thirty (30) days after the Closing Date, Seller shall cause to be prepared and shall deliver to Buyer a balance sheet of Seller as of the close of business on the Closing Date, which balance sheet shall reflect, among other things, total Current Assets, total Current Liabilities and Net Plant and Equipment ("Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied in a manner consistent with that utilized in preparing the Financial Statements (as defined in Section 3.6).
Closing Balance Sheet Adjustment. 2.2.1 As used in this Section 2.2, the following terms will have the meanings set forth below:
Closing Balance Sheet Adjustment. (a) Within sixty (60) days after the Closing Date, Purchaser shall cause to be prepared in consultation with the Shareholder Representative and shall deliver to the Shareholder Representative a balance sheet of the Company as of the close of business on the Closing Date, which balance sheet shall reflect, among other things, total current assets, total current liabilities and total shareholders' equity ("Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with GAAP applied in a manner and using policies consistent with those utilized in preparing the Financial Statements (so long as such policies are consistent with GAAP).
Closing Balance Sheet Adjustment. (a) Within 60 days after the Closing Date, Seller will prepare or cause to be prepared and will deliver to Buyer a consolidated audited balance sheet of the Business as of the opening of business on the Closing Date (the "Closing Balance Sheet") and unaudited consolidated balance sheets of the Business as of the end of each of the three calendar months immediately preceding the Closing (the "Comparison Balance Sheets"), in each case based upon the assets transferred to, and the liabilities assumed by, Buyer pursuant to this Agreement and the Working
Closing Balance Sheet Adjustment. (a) Promptly after the Closing but in any event within ninety (90) days after the Closing, the Buyer shall prepare a report containing its determination of the balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”) and a calculation of the Closing Indebtedness Amount, Net Working Capital Adjustment Amount and amount of Seller Transaction Expenses, each as of 12:01 a.m. on the Closing Date (such calculations together with the Closing Balance Sheet, the “Preliminary Statement”). After delivery of the Preliminary Statement by Buyer, Sellers’ Representative and an accounting firm of his choosing will be afforded all access to such books, records and work papers related to the preparation of the Preliminary Statement as the Sellers’ Representative may reasonably request. The Sellers’ Representative will have the right to object to the Preliminary Statement. If the Sellers’ Representative has any objections to the Preliminary Statement, the Sellers’ Representative will deliver to the Buyer a written statement setting forth in reasonable detail the objections (an “Objections Statement”) within thirty (30) days after delivery of the Preliminary Statement. If the Sellers’ Representative does not deliver an Objections Statement during that period, he will be deemed to have accepted the Preliminary Statement.
Closing Balance Sheet Adjustment. 1.10.1. Following the Closing Date, Lightbridge and the Surviving Corporation will prepare a balance sheet of Coral as of immediately prior to the time of the Closing (the "Preliminary Closing Balance Sheet"). The Preliminary Closing Balance Sheet will be prepared in accordance with generally accepted accounting principles applied on a basis, and using methodologies, consistent with the Financial Statements (as defined in Section 2.6), except that the Preliminary Closing Balance Sheet may omit footnotes and related disclosures normally contained in audited balance sheets prepared in accordance with generally accepted accounting principles. Lightbridge will then cause Deloitte & Xxxxxx XXX, Xxxxxxxxxxx'x independent accountants ("Lightbridge's Accountants"), to audit the Preliminary Closing Balance Sheet and to issue their report thereon, and Lightbridge will reflect in the Preliminary Closing Balance Sheet such adjustments, if any, as are proposed by Lightbridge's Accountants based upon their audit.
Closing Balance Sheet Adjustment. 25 8.2 Survival of Representations and Warranties; Indemnification... 27 8.3
Closing Balance Sheet Adjustment. The Closing Balance Sheet shall be subject to adjustment after the First Tranche Closing as specified in this Section 8.1:
Closing Balance Sheet Adjustment. The Pre-Closing Statement shall be accompanied by [i] a review report of Deloitte & Touche, LLP or, if it declines to serve, another accounting firm of national reputation selected by Chaswil ("CHASWIL AUDITORS") to the effect that the Pre-Closing Statement was prepared in accordance with this SECTION 2.3 and [ii] the related Workpapers. The Closing Statement shall be accompanied by [i] a review report of Ernst & Young, LLP or, if it declines to serve, another accounting firm of national reputation selected by Citizens ("CITIZENS AUDITORS") to the effect that the Closing Statement was prepared in accordance with this SECTION 2.3 and [ii] the related Workpapers. Citizens shall have the right to have Citizens Auditors review the Pre-Closing Statement and the related Workpapers of the Chaswil Auditors, Chaswil shall have the right to have Chaswil Auditors review the Closing Statement and the related Workpapers of the Citizens Auditors, and Chaswil and Citizens shall be allowed access to the books and records of United for purposes of the foregoing. Subject to the procedures described in SECTION 2.3(D) with respect to the resolution of disputes concerning the Pre-Closing Statement and the Closing Statement, the Pre-Closing Statement and the Closing Statement shall constitute the basis for adjustments, if any, to Chaswil's Baseline Amount as provided in SECTIONS 2.3(B) and (C).
