Common use of Closing Balance Sheet and Closing Statement Clause in Contracts

Closing Balance Sheet and Closing Statement. As promptly as practicable, but in any event within forty-five (45) days after the Closing Date, the Buyer will in good faith prepare or cause to be prepared, and will provide to the Seller, a consolidated balance sheet of the Company as of the Balance Sheet Time (the “Closing Balance Sheet”), together with a written statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s proposed determinations of (i) Transaction Expenses, (ii) Transaction Bonus Payments, (iii) Company Indebtedness, (iv) Working Capital and (v) Cash on Hand, in the case of clauses (iv) and (v), as of the Balance Sheet Time as derived from the Closing Balance Sheet in accordance with the definitions thereof and the Accounting Principles. The Closing Balance Sheet and the Closing Statement (a) will be prepared in accordance with the Accounting Principles on a basis and in a manner consistent with the preparation of the Estimated Closing Balance Sheet and the Estimated Closing Statement and (b) will solely be based on facts and circumstances as they exist prior to Closing and disregard (i) any and all effects on the assets and liabilities of the Company as a result of the Contemplated Transactions (including any financing arrangements entered into by the Buyer or any of its Affiliates in connection with the Contemplated Transactions) and (ii) any of the plans, transactions or charges which the Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to the Buyer or any of its assets or liabilities.

Closing Balance Sheet and Closing Statement. As promptly as practicable, but in any event within forty-five sixty (4560) days after the Closing Date, the Buyer will in good faith prepare or cause to be prepared, and will provide to the SellerSellers’ Representative, a an unaudited consolidated balance sheet of the Company as of the Balance Sheet Time (the “Closing Balance Sheet”), together with a written statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s proposed determinations of (i) Company Indebtedness, (ii) Transaction Expenses, (iiiii) Transaction Bonus Payments, (iii) Company Indebtedness, (iv) Working Capital Capital, and (v) Cash on Hand, in the case of clauses (iv) and (v), as of the Balance Sheet Time as derived from the Closing Balance Sheet in accordance with the definitions thereof and the Accounting Principles. The Closing Balance Sheet and the Closing Statement (a) will be prepared in accordance with the Accounting Principles on a basis and in a manner consistent with the preparation of the Estimated Closing Balance Sheet and the Estimated Closing Statement and (b) will solely be based on facts and circumstances as they exist prior to Closing and disregard (i) any and all effects on the assets and liabilities of the Company Acquired Companies as a result of the Contemplated Transactions (including any financing arrangements entered into by the Buyer or any of its Affiliates in connection with the Contemplated Transactions) and (ii) any of the plans, transactions or charges which the Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Acquired Companies or its their business or assets, or any facts or circumstances that are unique or particular to the Buyer or any of its assets or liabilities.

Closing Balance Sheet and Closing Statement. As promptly as practicable, but in any event within forty-five ninety (4590) days after the Closing Date, the Buyer will prepare in good faith prepare faith, or cause to be prepared, and will provide to the SellerSellers’ Representative, a consolidated balance sheet of the Company Acquired Companies as of the Balance Sheet Time (the “Closing Balance Sheet”), together with a written statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s proposed determinations of (i) Transaction Expenses, (ii) Transaction Bonus PaymentsWorking Capital, (iii) Cash on Hand and (iv) Company Indebtedness, (iv) Working Capital in each case in accordance with the definitions thereof, and (v) Cash on Hand, in the case of clauses (iv) and (v), as of the Balance Sheet Time as derived from the Closing Balance Sheet in accordance with the definitions thereof and the Accounting Principles, to the extent applicable. The Closing Balance Sheet and the Closing Statement (a) will be prepared in accordance with the Accounting Principles on a basis and in a manner consistent with the preparation of the Estimated Closing Balance Sheet and the Estimated Closing Statement and (b) will solely be based on facts and circumstances as they exist prior to Closing and disregard (i) except as set forth in the definition of Accrued Income Taxes, any and all effects on the assets and liabilities of the Company Acquired Companies as a result of the Contemplated Transactions (including any financing arrangements entered into by the Buyer or any of its Affiliates in connection with the 138052556_15 Contemplated Transactions) and (ii) any of the plans, transactions or charges which the Buyer initiates, makes, causes to be initiated or made, or intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Acquired Companies or its their business or assets, or any facts or circumstances that are unique or particular to the Buyer or any of its assets or liabilities; provided that, the determination of current Tax liabilities included in Working Capital and Taxes included in Company Indebtedness will take into account the Contemplated Transactions, but will not include the effects of any financing arrangements entered into by the Buyer or any of its Affiliates or any other actions taken outside of the ordinary course of business after the Closing (other than the payment of Transaction Expenses, Company Indebtedness and other payments explicitly provided for in this Agreement).

Closing Balance Sheet and Closing Statement. As promptly as practicable, but in any event within fortyseventy-five (4575) days after the Closing Date, the Buyer will in good faith prepare or cause to be prepared, and will provide to the SellerSellers’ Representative, a an unaudited consolidated balance sheet of the Company Acquired Companies as of the Balance Sheet Time (the “Closing Balance Sheet”), together with a written statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s proposed determinations of (i) Acquired Company Indebtedness, (ii) Transaction Expenses, (iiiii) Transaction Bonus Payments, (iii) Company Indebtedness, (iv) Working Capital Capital, and (v) Cash on Hand, in the case of clauses (iv) and (v), as of the Balance Sheet Time as derived from the Closing Balance Sheet in accordance with the definitions thereof and thereof, the Accounting Principles, and GAAP. The Closing Balance Sheet and the Closing Statement (a) will be prepared in accordance with the Accounting Principles and GAAP on a basis and in a manner consistent with the preparation of the Estimated Closing Balance Sheet and the Estimated Closing Statement and (b) will solely be based on facts and circumstances as they exist prior to Closing and disregard (i) any and all effects on the assets and liabilities of the Company Acquired Companies as a result of the Contemplated Transactions (including any financing arrangements entered into by the Buyer or any of its Affiliates in connection with the Contemplated Transactions) and (ii) any of the plans, transactions or charges which the Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company Acquired Companies or its their business or assets, or any facts or circumstances that are unique or particular to the Buyer or any of its assets or liabilities.

Closing Balance Sheet and Closing Statement. As promptly as practicable, but in any event within forty-five sixty (4560) days after following the Closing Date, the Buyer will in good faith prepare or cause to be preparedprepared in good faith, and will provide to the Seller, a consolidated balance sheet of the Company Acquired Companies as of the Balance Sheet Determination Time (the “Closing Balance Sheet”), together with a written statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s proposed determinations of (i) Transaction ExpensesWorking Capital, (ii) Transaction Bonus PaymentsCash on Hand, (iii) Company Indebtedness, and (iv) Working Capital and (v) Cash on HandTransaction Expenses to the extent such Transaction Expenses are incurred or payable, in the case of clauses (iv) and (v)but unpaid, as of the Balance Sheet Time Closing, in each case, as of the Determination Time, as derived from the Closing Balance Sheet in accordance with the definitions thereof and the Accounting Principles. The Closing Balance Sheet and the Working Capital, Cash on Hand, Company Indebtedness, Transaction Expenses and the Closing Statement (a) will be prepared in accordance with the definitions thereof and, solely in the case of the Closing Balance Sheet, the Working Capital and the Cash on Hand, the Accounting Principles on a basis and in a manner consistent with the preparation of the Estimated Closing Balance Sheet and the Estimated Closing Statement and (b) will solely be based on facts and circumstances as they exist prior to Closing and disregard (i) any and all effects on the assets and liabilities of the Company Acquired Companies as a result of the Contemplated Transactions (including any financing arrangements entered into by the Buyer or any of its Affiliates in connection with the Contemplated Transactions) ). The Buyer shall provide, and (ii) any shall cause the Acquired Companies to provide, the Seller and its Representatives with access to such work papers and other materials as the Seller or its Representatives may reasonably request in connection with their review of the plans, transactions or charges which the Buyer intends to initiate or make or cause to be initiated or made after Closing Balance Sheet and the Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to the Buyer or any of its assets or liabilitiesStatement.