Closing Financials Sample Clauses
Closing Financials. (a) As promptly as possible after the Closing, and in any event not later than 45 days after the Closing Date, Buyer shall prepare (i) a consolidated balance sheet (the "Closing Date Balance Sheet") as of the Closing Date -------------------------- reflecting the Acquired Assets and the Assumed Liabilities prepared in a manner consistent with the method used to prepare Sellers' consolidated year-end financial statements for the year ended December 31, 1998, and (ii) a calculation of Closing Date Net Working Capital. The items prepared and calculated pursuant to this Section shall hereinafter be collectively referred to as the "Closing Financials." ------------------
(b) As promptly as reasonably practicable and, in any event, not later than 45 days after the Closing Date, Buyer shall deliver to Parent the Closing Financials. If Parent does not object in writing to the Closing Financials within 30 days after delivery, such Closing Financials shall automatically become final and conclusive; any such written objection (the "Objection Notice") ---------------- shall set out the reasons for the objection, the amount in dispute (if determinable) and the basis for the calculation of such amount (if determinable). In the event that Parent properly objects in writing to the Closing Financials within said 30-day review period, Parent and Buyer shall promptly meet and endeavor to reach agreement as to the content of the Closing Financials. If Parent and Buyer agree in writing on the content of the Closing Financials, such Closing Financials shall become final and conclusive.
(c) If Buyer and Parent are unable to settle any dispute with respect to the Closing Financials within 30 days after the delivery by Parent to Buyer of the Objection Notice, the dispute shall be submitted to Deloitte & Touche LLP, certified public accountants, or if such firm declines the engagement, then to such other mutually agreed certified public accounting firm of recognized national standing other than Buyer's customary accounting firm ("Buyer's ------- Accountants"), Parent's customary accounting firm ("Parent's Accountants") or ----------- -------------------- any accounting firm merged or proposed to be merged with or otherwise acquired by either Buyer's's Accountants or Parent's Accountants, as is jointly selected by Buyer and Parent (the firm accepting the engagement being referred to as the "Accounting Arbiter"), whose decision with respect thereto shall be final and ----------------...
Closing Financials. (a) Promptly after the Closing, Isle shall cause Ernst & Young LLP, the Sellers’ independent public accountants (“Sellers Accountants”) (the fees and expenses of whom shall be paid equally by Isle, on the one hand, and Purchasers and Legends, on the other hand), to (i) audit the books of account of the Sellers and LRGP as of the Effective Time; and (ii) prepare and deliver to Isle and Legends within sixty (60) days after the Closing Date (A) an audited balance sheet (both separate and consolidated) as of the Effective Time of (1) RCMV and (2) LRGP and the operations of the IOC Holdings Hotel (the “Closing Balance Sheet”); (B) an audited income statement of (1) RCMV and (2) LRGP and the operations of the IOC Holdings Hotel (both separate and consolidated) for the twelve-month period ending on the last day of the monthly fiscal period ending immediately prior to (or on) the Closing Date (“Closing Income Statement”), (C) a calculation of the Net Current Assets as reflected on the Closing Balance Sheet (“Net Current Asset Calculation”) and (D) a calculation of the EBITDA Adjustment (the “EBITDA Adjustment Calculation”). The Closing Balance Sheet and the Closing Income Statement (collectively, the “Closing Financial Statements”) shall be prepared in a manner consistent with the principles used in the preparation of the Financial Statements, subject to the exceptions set forth in clauses (A), (B) and (C) of Section 2.08(a).
(b) The Purchasers and representatives of the Purchasers shall be permitted to observe the taking of the physical inventory immediately preceding the Effective Time by Isle or any of its Affiliates and Sellers Accountants in the preparation of the Closing Balance Sheet. The valuation of the Inventory shall be determined in accordance with the inventory principles set forth on Exhibit D attached hereto (“Inventory Principles”). Immediately preceding the Effective Time, representatives of the Sellers and the Partners shall read the meters for the progressive slot machines at each Casino and a representative of the Purchasers shall be permitted to be present to observe such reading.
(c) Within thirty (30) days after the Closing Financial Statements, the Net Current Asset Calculation and EBITDA Adjustment Calculation are delivered to Legends pursuant to Section 2.09(a) hereof, Legends shall complete its examination thereof and shall deliver to Isle either (i) a written acknowledgement accepting the Closing Financial Statements, the Net Current As...
Closing Financials. (i) If the Closing occurs after December 31, 2017 but prior to January 31, 2018, then prior to the Closing, the Company shall deliver to Parent unaudited consolidated financial statements of the Company for the twelve (12) month period ended December 31, 2017, including a balance sheet of the Company and the related consolidated statements of income, cash flow and members’ equity for the twelve (12) month periods then ended, which shall be prepared from the books and records of the Company and which present fairly the Company’s financial condition, operating results and cash follows as of the dates and during the periods indicated therein, (ii) if the Closing occurs after January 31, 2018, then prior to the Closing, the Company shall deliver to Parent unaudited consolidated financial statements of the Company for the twelve (12) month period ended December 31, 2017, including a balance sheet of the Company and the related consolidated statements of income, cash flow and members’ equity for the twelve (12) month periods then ended, which shall be prepared in accordance with GAAP using the same accounting methods, standards, policies, practices and estimation methodologies used to prepare the Financials, and which shall present fairly the Company’s financial condition, operating results and cash follows as of the dates and during the periods indicated therein (the financial statements referenced in clauses (i) or (ii), the “2017 Financials”) and (iii) for every quarter ended after December 31, 2017, unaudited consolidated financial statements of the Company for such quarter(s), including an unaudited balance sheet of the Company and the related consolidated statements of income, cash flow and members’ equity for the periods then ended, which shall be prepared in accordance with GAAP using the same accounting methods, standards, policies, practices and estimation methodologies used to prepare the unaudited Interim Financials (the “Closing Interim Financials”). With respect to the 2017 Financials contemplated in clause (ii) of the preceding sentence, Parent shall engage Bridgepoint Consulting LLC, and Parent shall bear all costs in connection with such engagement, to assist the Company in the preparation the 2017 Financials.
Closing Financials. (1) The Buyer shall have received a student aid audit, prepared at the Buyer's expense, confirming the accuracy of the relevant representations and warranties contained in Section 2(h) and 2(i) of this Agreement in all material respects.
(2) Not more than 15 days prior to the Closing, Seller shall prepare and deliver to Buyer unaudited interim financial statements, including a balance sheet (the "Closing Interim Balance Sheet") and a statement of income and expense (the "Closing Interim Income Statement") for the period ending March 31, 1993 reviewed by a certified public accountant (the "Closing Interim Financial Statements"). The Closing Interim Financial Statements shall be (A) prepared in accordance with GAAP, except that it may not contain footnote disclosure and will be subject to normal year end adjustments consistent with those made in prior years, (B) fairly present Seller's financial condition and its results of operations as of the date and for the period presented, and (C) shall not disclose any materially adverse variation in the results of operations or financial condition when compared to the Seller's March Financial Statements. The Closing Interim Financial Statements shall be accompanied by a letter from the reviewing accountant stating that such accountant has reviewed the books and records of the Seller as of a date no earlier than 5 days prior to the Closing Date, and on the basis of a review of such records and conversations with the Seller's management, nothing has come to his attention which causes him to believe that there has been any material adverse change in the financial condition of the Seller.
Closing Financials. Parent shall have received from the Company an audited consolidated balance sheet as of each of December 31, 2009 and December 31, 2010, and the related consolidated statements of income, cashflow and shareholders’ equity for the years ended December 31, 2009 and December 31, 2010, and accompanying footnotes (the “Closing Financials”), prepared in accordance with Canadian GAAP, with a reconciliation to U.S. GAAP pursuant to Form 20-F and audited under the PCAOB standards. In addition, Parent shall have received from the Company a consolidated balance sheet as of December 31, 2009 and 2010, an income statement by functional line item (COGS, S&M, R&D, G&A lines) for the years ended December 31, 2009 and 2010 prepared under U.S. GAAP (each of which are presented with One45 shown as “Discontinued Operations” per U.S. GAAP), an unaudited consolidated balance sheet as of February 28, 2011 prepared under U.S. GAAP, and an unaudited consolidated income statement by functional line item with comparative year-to-date periods through February 28, 2011 and March 31, 2010 prepared under U.S. GAAP.
Closing Financials. On or before the Closing Statement Date, the Purchaser shall prepare and deliver to the Sellers a written statement setting forth its good faith calculation of the Closing Financial Statements, which shall contain:
(a) the Closing Interim Balance Sheet,
(b) the Closing Interim Income Statement,
(c) the Closing Interim Working Capital,
(d) the Closing Interim Annual Recurring Revenue,
(e) the Closing Interim Annual Non-Recurring Revenue,
(f) the Closing Interim Not Live Annual Recurring Revenue,
(g) Purchase Price,
Closing Financials. Buyer shall cause the chief financial officer(s) responsible for the Facilities to complete the standardized closing of each Seller’s financial records for the Business through the Closing Date including, without limitation, the closing of general ledger account reconciliations in form and substance consistent with past practice (collectively, the “Closing Financials”). Buyer shall cause the chief financial officer(s) responsible for the Facilities to use his or her good faith efforts to complete the Closing Financials by no later than the date which is ninety (90) days after the Closing Date. Each Seller shall reimburse Buyer for all out-of-pocket and documented expenses of Buyer associated with the preparation of the Closing Financials. Such reimbursement shall occur no later than the date which is fifteen (15) days after ▇▇▇▇▇ provides a written statement to each Seller which details such charges and expenses.
Closing Financials. 5.8.1 Axcel on behalf of the Sellers shall use commercially reasonable efforts to procure that the Group Companies provide reasonable assistance to, and cooperate with, the Buyer with a view to preparing and delivering to Buyer as soon as reasonably practicable following the date hereof and, to the extent reasonably practicable, no later than five (5) Business Days prior to the Closing:
5.8.1.1 financial information including a consolidated balance sheet and calendar year-to-date consolidated income statement as of the most recent completed calendar quarter end, and a consolidated income statement as of the calendar year ended December 31, 2023 and other financial data of the Group that is required to permit the Buyer to prepare a pro forma consolidated balance sheet and related pro forma consolidated statement of income of the Buyer associated with the acquisition of the Group of the type and form required by Regulation S-X Article 11 and pro forma information required by item 9.01(c) of Form 8-K, including the financial data and information of the Group necessary for the Buyer to convert the Group’s financial information from IFRS as approved by the EU to U.S. GAAP; and
5.8.1.2 consolidated balance sheets, related consolidated statements of income, shareholders’ equity, cash flows and the footnote disclosures of the Group as of and for the financial years ended 30 April 2024 and 30 April 2023 prepared under IFRS as issued by the IASB (and as approved by the EU) and audited in accordance with AICPA auditing standards or similar generally accepted international auditing standards (ISAs) (collectively, together with Clause 5.8.1.1, the “Closing Financials”).
5.8.2 In the event that Closing occurs after 31 January 2025, the periods for which the financial information is requested in Clause 5.8.1 will be modified accordingly.
5.8.3 Axcel on behalf of the Sellers shall use commercially reasonable efforts to ensure the assistance of the Company’s auditors in providing the necessary consents for the filing of financial statements with the SEC.
5.8.4 The Buyer shall (i) bear the costs incurred by Axcel, the Group Companies and their respective officers, directors and employees in providing the assistance set out in this Clause 5.8 (including any costs to the Group Companies’ auditors, accountants and Axcel’s and the Group Companies’ legal advisers) and (ii) indemnify, defend and hold the Group Companies and their officers, directors and employees harmless from an...
Closing Financials. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Closing Financials Certificate”) of the Company signed by the Chief Executive Officer and the Chief Financial Officer of the Company certifying on behalf of the Company as to the accuracy and completeness, in each case as of the Closing, of:
(i) an estimated unaudited consolidated balance sheet (the “Estimated Closing Balance Sheet”) of the Company and the Subsidiaries as of as of 12:01 A.M. Eastern time on the Closing Date substantially in the form of the Company Balance Sheet prepared in accordance with the Accounting Procedures (except for the absence of footnotes); and
(ii) the estimated amount of Net Working Capital as of the Closing Date (the “Estimated Closing Net Working Capital”) and the estimated amount of Closing Cash (the “Estimated Closing Cash”), which estimated amounts shall be prepared by the Company in good faith in accordance with the Accounting Procedures, and which shall be in substantially the form of the Sample Net Working Capital Statement.