Closing Balance Sheet Adjustments. (a) Not less than three (3) Business Days prior to the Closing, the Company shall deliver to the Buyer a statement (as may be adjusted pursuant to this clause (b) below, the “Initial Closing Statement”) setting forth the Company’s good faith estimate of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the Closing Net Cash Amount (the “Estimated Closing Net Cash Amount”), (iii) the Closing Debt (the “Estimated Closing Debt”), and (iv) the Transaction Expenses (the “Estimated Transaction Expenses”), together with a certificate signed by an executive officer of the Company certifying that the Initial Closing Statement was prepared in accordance with this Agreement and, as applicable, the definition of Closing Net Working Capital, together with supporting documentation. The Company will consider in good faith any comments to the Initial Closing Statement provided by the Buyer to the Company before the first (1st) Business Day prior to the Closing. Notwithstanding anything to the contrary in this Agreement, in no event shall the delivery of the Initial Closing Statement contemplated hereby be deemed to constitute the agreement of the Buyer to any of the estimates or amounts set forth therein, and in no way shall the delivery of such statements or the consummation of the Closing be construed as a waiver by the Buyer of any provisions, rights or privileges hereunder. The Estimated Closing Debt and the Estimated Closing Transaction Expenses shall in any event be adjusted on the Initial Closing Statement to reflect to actual amounts paid in respect thereof at Closing pursuant to clauses (d) and (e) below.
Closing Balance Sheet Adjustments. (a) Forthwith after Completion, the Purchaser shall cause KCCL to prepare and deliver the Closing Balance Sheet to each of the Purchaser and NLS. If the Net Working Capital disclosed by the Closing Balance Sheet after giving effect to the Agreed Adjustments to the extent not already taken into account is less than the Net Working Capital on the Indicated Balance Sheet after giving effect to the Agreed Adjustments, NLS shall pay an amount equal to the difference to KCCL as an addition to the Shareholder Loans forthwith upon delivery of the Closing Balance Sheet to it by KCCL. If the Net Working Capital disclosed by the Closing Balance Sheet after giving effect to the Agreed Adjustments to the extent not already taken into account is higher than the Net Working Capital on the Indicated Balance Sheet after giving effect to the Agreed Adjustments, the Purchaser shall cause KCCL to pay the difference in clear funds to NLS forthwith upon receipt of the Closing Balance Sheet.
Closing Balance Sheet Adjustments. For purposes hereof, the --------------------------------- following terms shall have the meanings indicated:
Closing Balance Sheet Adjustments. (a) Not less than five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to Buyer an estimated unaudited balance sheet of the Company as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”). The Preliminary Closing Balance Sheet shall include accruals for the full amount of Bonus Payments, Retention Bonus Payments, the Sales Tax/SARSEP Liabilities and a reasonable estimate of all Transaction Expenses that are not paid as of the Closing Date. The Company shall consider in good faith any comments and proposed changes to the Preliminary Closing Balance Sheet that may be suggested by Buyer in the period following delivery thereof but prior to the Closing. The Preliminary Closing Balance Sheet shall present fairly, on a good faith basis and using the Company’s reasonable best efforts, the estimated financial position of the Company as of the Closing Date. Such Preliminary Closing Balance Sheet shall be certified by the Chief Executive Officer of the Company as having been prepared in accordance with the foregoing principles and shall serve as the basis for the calculation of the Preliminary Net Working Capital and Preliminary Long Term Liabilities for purposes of calculating the Total Consideration to be paid to the Company Securityholders pursuant to Section 2.1. The Preliminary Net Working Capital and Preliminary Closing Long Term Liabilities shall be subject to further adjustment following the Closing in accordance with the procedures set forth in this Section 2.3.
Closing Balance Sheet Adjustments. (a) Not less than five (5) Business Days prior to the scheduled Closing Date, the Company shall deliver to Buyer an estimated unaudited balance sheet of the Company as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) that has been prepared in accordance with GAAP. During the period following delivery of the Preliminary Closing Balance Sheet and prior to the scheduled Closing Date, the Company shall provide Buyer and its independent outside auditors with reasonable access to the Company’s books of account and records used to prepare the Preliminary Closing Balance Sheet, and the management of the Company, for the purpose of verifying the amounts set forth therein. The Company shall consider in good faith any comments and proposed changes to the Preliminary Closing Balance Sheet that may be suggested by Buyer in the period following delivery thereof but prior to the Closing. The Preliminary Closing Balance Sheet shall present fairly, on a good faith basis and using the Company’s reasonable best efforts, the estimated financial position of the Company as of the Closing Date. Such Preliminary Closing Balance Sheet shall be certified by the Chief Executive Officer of the Company as having been prepared in accordance with the foregoing principles and shall serve as the basis for the calculation of the Net Assets for purposes of calculating the Total Consideration to be paid to the Shareholders pursuant to Section 2.1. The Total Consideration shall be subject to further adjustment following the Closing in accordance with the procedures set forth in this Section 2.2.
Closing Balance Sheet Adjustments. (a) Promptly after the Closing Date, the HCA Corporations will prepare balance sheets (the "Closing Balance Sheets") as of the close of business on the Closing Date. The Closing Balance Sheets will be prepared on an accrual basis in accordance with generally accepted accounting principals except to the extent set forth in this Subsection 1.6(a) and shall be audited by a certified public accounting firm approved by HealthCare. The Closing Balance Sheets shall include accruals for liabilities as of the Closing Date, including but not limited to, all applicable taxes (including income taxes for the current period through Closing Date) and salaries, wages, and benefits (including any outstanding bonuses but excluding sick and vacation pay entitlements as set forth on SCHEDULE 3.13 of the Disclosure Schedule as defined in Section 6.5 hereof). In preparing the Closing Balance Sheets, (i) all hearing aids ordered but not fitted to the patient as of the Closing Date will not be deemed sold and will not be included in sales or Closing Balance Sheet accounts receivable, and (ii) all payments made by the HCA Corporations with respect to such hearing aid orders shall be treated as prepaid items. The Closing Balance Sheets shall be subject to review and reasonable approval by HealthCare.
Closing Balance Sheet Adjustments. 2 (a) Preparation of Closing Balance Sheet......................... 2 (b) Review of Adjustment Statement............................... 2 (c) Adjusted Book Value.......................................... 2 (d)
Closing Balance Sheet Adjustments. (a) Preparation of Closing Balance Sheet. As soon as reasonably ------------------------------------ practicable, but not later than 30 days after the Closing Date, Standard Pacific, with the assistance and cooperation of the personnel of Panel Concepts (who, for these purposes, will be under the direction and supervision of Standard Pacific), will prepare and deliver to HON (i) a balance sheet (the "Closing Balance Sheet") of Panel Concepts as of the close of business on the ---------------------- Closing Date and (ii) a calculation of Adjusted Book Value as of the Closing Date (the "Adjustment Statement"). Except as otherwise provided in this Section -------------------- ------- 1.4, the Closing Balance Sheet shall be prepared and Adjusted Book Value shall --- be calculated in accordance with generally accepted accounting principles as in effect on the date of this Agreement ("GAAP"), applied on a basis consistent ---- with the preparation of the Pre-Closing Balance Sheet. After the Closing Date, for the purpose of preparing the Closing Balance Sheet, Standard Pacific and its employees, accountants and representatives shall have full access, at all reasonable times and in a manner not disruptive to the ongoing operation of Panel Concepts, to the books, records and properties of Panel Concepts reasonably necessary for the preparation of the Closing Balance Sheet, and all personnel of Panel Concepts reasonably requested by Standard Pacific.
Closing Balance Sheet Adjustments. (a) (i) Within 30 days after the Closing Date, Buyer shall prepare and deliver to Sellers a balance sheet for the Business as of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles, consistent with the preparation of the Balance Sheet (except it may be prepared on the basis of month-end numbers and rolled forward to the Closing Date), and shall present fairly the financial condition of the Business as of the Closing Date. Buyer shall also deliver to Sellers copies of all work papers used in connection with the preparation of the Closing Balance Sheet as well as a description of all of the procedures used or followed.
Closing Balance Sheet Adjustments. (a) Preparation of Closing Balance Sheet. As soon as reasonably ------------------------------------ practicable but not later than sixty (60) days after the Closing Date, Buyer shall deliver to Seller (i) an unaudited balance sheet of the Business as of the close of business on the Closing Date (the "Closing Balance Sheet"), and (ii) the calculation of the Adjusted Working Capital based upon the Closing Balance Sheet and the Agreed Accounting Principles ((i) and (ii) together, the "Adjustment Statements"). The Closing Balance Sheet shall be prepared in accordance with GAAP, except for the absence of notes, and shall be prepared on a basis consistent with the preparation of the Balance Sheet (with the exclusion of any Retained Assets and Retained Liabilities reflected on the Balance Sheet). The calculation of the Adjusted Working Capital shall be prepared in accordance with GAAP and the Agreed Accounting Principles set forth on Schedule 1.5. ------------
