Closing Date Balance Sheet Sample Clauses

Closing Date Balance Sheet. (i) As soon as practicable after the Effective Date, but in no event later than forty-five (45) days after the Closing Date, Purchaser shall cause its independent certified public accountants ("Purchaser's Accountants") to prepare and deliver to Sellers a draft consolidated balance sheet (the "Draft Closing Date Balance Sheet") for the Acquired Companies as of the opening of business on the Effective Date. The Draft Closing Date Balance Sheet (i) shall be prepared in accordance with GAAP and AICPA review standards applied on a basis consistent with the preparation of the financial statements described in Section 5.4 hereof but without regard to the transactions contemplated by this Agreement, and (ii) shall set forth the total liabilities (excluding any tax liability of the Company resulting from Purchaser's election to treat the stock purchase as a purchase of assets under the provisions of Section 338 of the Internal Revenue Code) of the Acquired Companies as of the opening of business on the Effective Date (the "Closing Date Total Liabilities") and the stockholder's equity (defined as the difference between the Acquired Companies' assets minus their total liabilities) of the Acquired Companies as of the opening of business on the Effective Date (the "Closing Date Stockholder's Equity"). (ii) If Sellers holding a majority of the Shares (the "Requisite Sellers") have any objections to the Draft Closing Date Balance Sheet, they will deliver a statement describing in detail their objections to the Purchaser within thirty (30) days after receiving the Draft Closing Date Balance Sheet. If no such objections are delivered by the Requisite Sellers within such thirty (30) day period, the Draft Closing Date Balance Sheet shall be deemed accepted by the Sellers. The Purchaser and the Requisite Sellers will use reasonable efforts to resolve any such objections themselves. If the Purchaser and the Requisite Sellers do not obtain a final resolution within thirty (30) days after the Purchaser has received the statement of objections, however, the Purchaser and the Requisite Sellers will select an accounting firm mutually acceptable to them to resolve any remaining objections. If the Purchaser and the Requisite Sellers are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set...
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Closing Date Balance Sheet. Within ninety (90) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within six (6) days after PainCare’s delivery of the Closing Date Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such six (6) day period, the Shareholder shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within seven (7) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Other Net Equity Adjustment to PainCare in cash. In the event that PainCare and the Shareholder are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm that PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Other Net Equity Adjustment shall be paid by the Shareholder to PainCare within five (5) days after receipt of the accountant’s computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date.
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.
Closing Date Balance Sheet. (a) Within thirty (30) days after the Closing Date, Sellers will cause to be prepared (with the assistance as requested of management of the Company and Buyer in accordance with Sections 2.4(d) and 6.2 hereof) a balance sheet of the Company and its Subsidiaries as of June 30, 2005 (the "Closing Date Balance Sheet") and a certificate of Sellers setting forth Sellers' calculation of adjusted book value of net worth as of June 30, 2005, which is required to be a minimum of $3.7 million ("Required Book Value"). The Closing Date Balance Sheet shall (i) fairly represent the consolidated financial position of the Company and the Subsidiaries as at the close of business on June 30, 2005 in accordance with accounting principles generally accepted in the United States of America applied on a basis consistent with those used in preparation of the Closing Financial Statements; (ii) include line items substantially consistent with those in the Closing Financial Statements; (iii) be prepared in accordance with accounting policies and practices described in Schedule 2.3-1, and consistent with those used in the preparation of the Closing Financial Statements; and (iv) reflect the Required Book Value calculated in a manner consistent with Schedule 2.3-2. (b) If Buyer disagrees with Sellers' calculation of Required Book Value delivered pursuant to Section 2.4(a), Buyer may, within 15 days after delivery of the documents referred to in Section 2.4(a), deliver a notice to Sellers disagreeing with such calculation and setting forth Buyer's calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Buyer disagrees, and Buyer shall be deemed to have agreed with all other items and amounts contained in Sellers' calculation of Required Book Value delivered pursuant to Section 2.4(a). (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.4(b), Buyer and Sellers shall, during the 15 days following such delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the amount of Required Book Value, which amount shall not be more than the amount thereof shown in Sellers' calculation delivered pursuant to Section 2.4(a) nor less than the amount thereof shown in Buyer's calculation delivered pursuant to Section 2.4(b). If, during such period, Buyer and Sellers are unable to reach such agreement, they shall promptly thereafter cause independent accou...
Closing Date Balance Sheet. Borrower shall have delivered to Lender a consolidated pro forma balance sheet of Borrower as of the Closing Date, giving effect to the Acquisition and the transactions contemplated by this Agreement, the other Related Documents and the Acquisition Agreements.
Closing Date Balance Sheet. No later than 30 days following the Closing, Seller shall provide to Buyer a balance sheet dated as of the Closing, as determined in accordance with a tax accounting basis consistently applied, which is true and correct in all material respects and presents fairly and accurately the financial condition of the Business as of the date of the Closing and the results of operations for the Business for the period covered thereby and includes, but is not limited to, Seller's accounts receivable, accounts payable, and deferred and unearned revenue.
Closing Date Balance Sheet. The Company shall prepare and deliver to Parent prior to Closing (i) an unaudited consolidated balance sheet of the Company as of the last business day of the most recently completed full month ending immediately preceding the Closing Date (or, if the Closing Date is before the 15th day of the month, as of the last business day of the month immediately preceding the most recently completed full month ending immediately preceding the Closing Date), which balance sheet shall be prepared in accordance with GAAP (except as permitted by Form 10-Q of the SEC) and on a basis consistent with the unaudited balance sheets of the Company included in the SEC Documents and shall fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the date thereof, and (ii) the Company's best estimate (using actual data through at least the end of the third business day immediately preceding the Closing Date) of closing account information for all line items that would appear on a consolidated balance sheet of the Company other than deferred revenue and line items relating to stockholders' equity (deficit) as of the business day immediately preceding the Closing Date. The Company shall provide to Parent any information and back-up materials (including bank account information) reasonably requested by Parent with respect thereto.
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Closing Date Balance Sheet. The Shareholders will cause a balance sheet as of the Closing Date to be delivered to DAH within a reasonable time after the Closing Date (the "Closing Date Balance Sheet") which shall be true, correct and complete, shall have been prepared from and are in accordance with the books and records of AI and shall have been prepared in conformity with generally accepted accounting principles applied on a consistent basis for such periods using an accrual basis method, and fairly present the financial condition of AI as of the date stated on such dates in accordance with such practices.
Closing Date Balance Sheet. Within 90 calendar days after the Closing Date, Purchaser shall deliver to Seller (i) a consolidated balance sheet of the Company as of and
Closing Date Balance Sheet. Seller shall have delivered a balance sheet of Seller prepared in a manner consistent with prior periods and which materially represents the financial status of the Company and dated as of the Closing Date (the “Closing Date Balance Sheet”), accompanied by a certificate from a duly authorized officer of Seller, as of the Closing Date as to the preparation and delivery of the Closing Date Balance Sheet.
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