Closing Date Balance Sheets. (a) Promptly following the Closing Date, the Seller Trust will cause to be prepared in accordance with GAAP pro forma balance sheets for each of Opgroup, Opfin and Value Advisors setting forth the financial position of each such corporation as of the close of business on the Closing Date (the "Stand-Alone Balance Sheets"), and a combined balance sheet of Opgroup, Opfin and Value Advisors derived from the Stand-Alone Balance Sheets (the "Combined Balance Sheet", and together with the Stand-Alone Balance Sheets, the "Closing Date Balance Sheets"), and shall deliver the same to the Surviving Corporation. The Stand-Alone Balance Sheets shall be prepared on a stand-alone basis (i) as though the Merger had not been effected, (ii) without attribution of any value to the Interests, stock of the Excluded Affiliates, rights to receive the Buyer Adjustment Payment or amounts released from the Tax Payment Account or the Holdback Amount, or the management contracts for the Value Advisors Funds, and (iii) without taking into account any liabilities which are not attributable to the Money Management Business, including without limitation the principal of (but not the interest on) the Opgroup Equities Note. The Combined Balance Sheet shall reflect a current account payable equal in amount to the amount of cash delivered to the Seller Trust pursuant to Section 2.1.
Closing Date Balance Sheets. The WBHP Sellers shall have delivered to Buyer a certificate of such Sellers, dated the Closing Date, to the effect that (i) attached thereto is a true, correct and complete copy of the balance sheet of WBHP immediately following the Closing (the "WBHP Closing Date Balance Sheet"), (ii) such WBHP Closing Date Balance Sheet accurately reflects the financial condition of WBHP immediately following the Closing (but without giving effect to any change which may result from Buyer's actions at or following the Closing) and (iii) such WBHP Closing Date Balance Sheet is in all material respects identical to the Forecasted WBHP Balance Sheet. The Dixix Xxxxxxx xxxll have delivered to Buyer a certificate of such Seller, dated the Closing Date, to the effect that (i) attached thereto
Closing Date Balance Sheets. At least 20 days prior to the Closing Date, the Stockholders shall deliver to Buyer the Companies' Good Faith Estimate of the balance sheet for each of the Companies as of the Closing Date (each, an "Estimated Closing Date Balance Sheet" and collectively the "Estimated Closing Date Balance Sheets"). The Estimated Closing Date Balance Sheets shall (i) in the case of Well Care HMO, record the establishment prior to the
Closing Date Balance Sheets. 3 CODE.............................................................................................................10 COMPANY...........................................................................................................1
Closing Date Balance Sheets. Promptly following the Closing Date, TAG will cause to be prepared in accordance with GAAP balance sheets for each of Opgroup, Advantage Advisers and TAG setting forth the financial position of each such corporation as of the close of business on the date immediately preceding the Closing Date after giving effect to the Spin-Off and the elimination of all liabilities for which indemnification is available under Section 10.2(c), and without giving effect to the Merger (collectively, the "Closing Date Balance Sheets"), and shall deliver the same to Opfin. Opfin and a firm of independent public accountants designated by Opfin ("Opfin's Accountants") will be entitled to reasonable access during normal business hours to the relevant books, records and working papers of TAG, Opgroup and Advantage Advisers, and TAG's Accountants, if applicable, to aid in their review of the Closing Date Balance Sheets. The Closing Date Balance Sheets shall be deemed to be accepted by Opfin and shall be conclusive for all purposes of this Agreement except to the extent, if any, that Opfin or Opfin's Accountants shall have delivered, within sixty days after the date on which the Closing Date Balance Sheets are delivered to Opfin, a written notice to TAG stating each and every item as to which Opfin takes exception ("Objections"), specifying in detail the nature and extent of any such Objection. If an Objection is disputed by TAG, then Opfin and TAG shall negotiate in good faith to resolve such dispute. If, after a period of thirty days following the date on which Opfin gave notice of the Objection, any Objection still remains disputed, then TAG's accountants and Opfin's Accountants shall together choose an independent firm of public accountants of nationally recognized standing (the "Accounting Firm") to resolve such remaining Objections. The Accounting Firm shall act as an arbitrator and shall only have the power and authority to determine, based solely on presentations by TAG and Opfin, and not by independent review, only those issues still in dispute. The decision of the Accounting Firm shall be final and binding. The fees and expenses of the Accounting Firm, if any, shall be paid equally by TAG and Opfin; provided, however, that, if the Accounting Firm determines that either party's position is totally correct, then the other party shall pay the fees charged by the Accounting Firm in connection with any such determination.
Closing Date Balance Sheets. 1.03(b)(i) COBRA .................................................... 2.12(g) Code ..................................................... 2.12(b) Commitments .............................................. 2.08 Company ..................................................
Closing Date Balance Sheets. The Company shall prepare and deliver the Closing Date Balance Sheets not less than three (3) Business Days prior to the Closing Date and shall cause the Closing Date Balance Sheets to be certified as true and correct in form acceptable to Parent by the Company’s Chief Financial Officer as of the Closing Date.
Closing Date Balance Sheets. Parent shall have received from the Company the Closing Date Balance Sheets pursuant to Section 6.13 hereof three (3) Business Days prior to the Closing Date.
Closing Date Balance Sheets. 62 Section 7.17 Brokers.......................................................... 63 Section 7.18 Omitted.......................................................... 64 Section 7.19 The CIBC Agreement............................................... 64 Section 7.20 Omitted.......................................................... 64 Section 7.21 Execution of Certain Documents................................... 64 Section 7.22 Adoption of Plans of Liquidation................................. 65 ARTICLE VIII
Closing Date Balance Sheets. Buyer shall have received the Closing Date Balance Sheets of each Seller Subsidiary, on a standalone basis, and of the Seller and the NonSeller Subsidiaries, in form and substance satisfactory to the Buyer, attached hereto as Exhibit K.
