Closing Balance Sheets. After the Closing, the parties shall agree to balance sheets for the Company on the date of the Closing (the "Closing Balance Sheet") pursuant to the following procedure:
Closing Balance Sheets. (i) On or prior to the Closing Date, the Stockholder and Buyer shall jointly prepare a pro forma balance sheet of the Company as of the Closing Date (the “Pro Forma Closing Balance Sheet”), determined on an accrual basis in accordance with generally accepted accounting principles in effect in the United States (“GAAP”) consistently applied and compiled in accordance with Statements on Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants, (the “Standards”), which Pro Forma Closing Balance Sheet shall be utilized by the parties to assist in the calculation of the preliminary adjustments to the Purchase Price and the preparation of the Closing Balance Sheet as hereinafter provided.
Closing Balance Sheets. At the Closing, the Seller shall deliver an estimated balance sheet dated as of May 17, 2006, (a "Closing Balance Sheet"), and an adjusted balance sheet for the Seller dated as of May 18, 2006 (the "Adjusted Closing Balance Sheet"). The Adjusted Closing Balance Sheet for the Seller shall be created by deleting from the Closing Balance Sheet of Seller the Retained Assets and the Retained Liabilities. The Adjusted Closing Balance Sheet for the Seller shall show the Seller's "Adjusted Net Asset Value at Closing," which shall be the amount by which the Seller's total assets exceed the Seller's total liabilities, as reflected on the Adjusted Closing Balance Sheet.
Closing Balance Sheets. Sellers shall provide to Purchaser a consolidated balance sheet for the Companies as of April 30, 2010 showing removal of the Excluded Assets, an estimated balance sheet of the Companies as of Closing Date and a balance sheet of Xxxxx Reserves,LP as of the Closing Date, which balance sheet shall show equity of at least $100,000,000.00.
Closing Balance Sheets. The Administrative Agent shall have received copies of (A) the balance sheets of each Loan Party accurate and complete as of the most recent month end prior to the date of Closing and (B) the unaudited quarterly consolidated financial statements of the Guarantor for the Fiscal Quarters ending March 31, 2009, June 30, 2009 and September 30, 2009.
Closing Balance Sheets. At Closing, the Company shall have delivered to the Purchaser balance sheets of the Company as of the date that is two (2) days prior to the Closing Date prepared by the Company in accordance with GAAP and reasonably acceptable to the Purchaser (the “Closing Balance Sheet”) and a bank statement or other evidence reasonably satisfactory to the Purchaser that, as of the Closing Date, the net cash balances in the Company’s bank accounts equal or exceed $50,000.
Closing Balance Sheets. Within ninety (90) days of Closing, Seller shall deliver to Buyer an unaudited closing balance sheet (as of June 30, 2018) with respect to Mission US, prepared in accordance with GAAP, and an unaudited consolidated balance sheet (as of June 30, 2018) of Mission UK, prepared in accordance with UK GAAP.
Closing Balance Sheets. Within [*] days from the Date of the Merger, CSN shall cause Congonhas Minérios to deliver to JKTC Parties:
Closing Balance Sheets. (a) As soon as practicable following the Closing Date, Seller shall cause to be prepared the balance sheets of KAC and SLC as of the Closing Date (the "Closing Balance Sheets"). Within sixty (60) days following the Closing Date, Seller shall deliver the Closing Balance Sheets to the Purchaser, accompanied by (i) a certificate of an executive officer of Seller to the effect that (except with respect to adjustments required by this Agreement) the Closing Balance Sheets have been prepared and presented in accordance with GAAP, as applied on a consistent basis in accordance with past practices, and fairly present the financial position of KAC and SLC, respectively, as of the Closing Date; and (ii) a statement documenting the calculation of the aggregate of KAC and SLC's stockholder's equity as of the Closing Date, prepared and presented in accordance with GAAP, as applied on a consistent basis in accordance with past practices ("Stockholder's Equity" and "Stockholder's Equity Calculation Statement"). The Closing Balance Sheets and Stockholder's Equity Calculation Statement shall be audited by Deloitte & Touche, independent public accountants of Seller ("Seller's Auditor"), and reviewed by KPMG Peat Marwick, independent public accountants of Purchaser ("Purchaser's Auditor"), who will be afforded full access to all books and records of KAC and SLC and workpapers used or created by (i) Seller in preparing the Closing Date Balance sheets and Stockholder's Equity Calculation Statement and (ii) Seller's Auditor in its audit. Seller's Auditor will issue a report to Purchaser and Seller within ninety (90) days of the Closing Date concerning their audit and stating that the Closing Balance Sheets have been prepared in accordance with GAAP, it being understood that the report of Seller's Auditor must be unqualified.
Closing Balance Sheets. CLOSING STATEMENTS DATE PAYMENT; ------------------------------- TREATMENT OF LIABILITIES ------------------------
