Delivery of Closing Balance Sheet. (a) No later than ten Business Days prior to the Closing Date, Sellers shall deliver to Purchaser a copy of the audited balance sheet of Sellers (the "Closing Balance Sheet") as of the Balance Sheet Date, together with the notes thereto, accompanied by the reports thereon of Deloitte & Touche LLP, independent public accountants, or another "Big Five" independent accounting firm. The Closing Balance Sheet, together with the notes thereto, shall be prepared in accordance with GAAP applied on a consistent basis throughout the year covered thereby (except to the extent disclosed therein or required by changes in GAAP), and shall present accurately (x) the information purported to be presented therein and (y) the financial position of Sellers as of the Closing Balance Sheet Date and for the year then ended. Reserves shall be reflected on the Closing Balance Sheet against assets in amounts that have been established on a basis consistent with past practice and in accordance with GAAP. There shall be no changes in reserves of the Sellers since the Closing Balance Sheet Date other than changes in such reserves consistent with past practice in amounts not in the aggregate material.
Delivery of Closing Balance Sheet. The Buyer shall have received the Estimated Closing Balance Sheet pursuant to Section 2.4 herein.
Delivery of Closing Balance Sheet. As soon as practicable following the Closing Date, the Purchaser shall prepare and deliver to the Companies a combined balance sheet (the "Closing ------- Balance Sheet") of the Business reflecting the financial position of the ------------- Business as of the close of business on the Closing Date and a statement (the "Final Net Working Capital Statement") setting forth the computation of the ------------------------------------ Final Net Working Capital as of the close of business on Closing Date, which statement shall be prepared in accordance with GAAP applied on a basis consistent with the Audited Balance Sheet (to the extent that GAAP was properly applied), together with a notice (the "Purchaser's Notice of Adjustment") -------------------------------- setting for its proposed adjustment, if any, of the Purchase Price as contemplated hereby; provided, however, that assets, liabilities, gains, losses, -------- ------- revenues and expenses in interim periods or as of dates other than year-end (which normally are determined through the application of so-called interim accounting conventions and procedures) will be determined, for purposes of the Closing Balance Sheet, through full application of the conventions and procedures used in preparing the Audited Balance Sheet, to the extent such conventions or procedures were applied in accordance with GAAP. As used in this Agreement, the "Final Net Working Capital" shall be determined in accordance ------------------------- with this Section 6.1 and shall mean the total current assets minus the total ----------- current liabilities of the Business set forth on the Closing Balance Sheet (excluding the effect (including the Tax effect) of any act, event or transaction occurring after the Closing on the Closing Date and not in the ordinary course of the Business).
Delivery of Closing Balance Sheet. Palomar shall deliver a balance sheet dated as of the Closing Date prepared by Star and audited by Palomar's auditors within 60 days of the Effective Time (the "CLOSING BALANCE SHEET"). Such Closing Balance Sheet shall fairly present, in all material respects, the financial condition of Star as of the Closing Date and shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with Palomar's and Star's past practices. Palomar shall immediately repay to Coherent that amount by which the Net Book Value of Star is less than $0.00 as reflected on the Closing Balance Sheet, and Coherent shall cause any Permitted Dividend reflected on the Closing Balance Sheet to be paid directly to Palomar. Any such amounts to be paid by Palomar to Coherent shall also include interest at 12% per annum for the period between the Closing and the date of such payment. At the Closing, Coherent shall cause any amounts borrowed by Palomar from Fleet Bank on behalf of Star to be paid directly to Fleet Bank, which amounts shall not exceed $10 million and which amounts shall be reflected on the Certificate provided by Palomar pursuant to Section 6.2(h) hereof. Palomar shall pay any amounts in addition to the amounts that are paid by Coherent that are required to be paid to Fleet Bank so that the Aggregate Bank Liabilities (as such term is defined in the Fleet Letter Agreement) will not exceed the Borrowing Base (as such term is defined in the Fleet Letter Agreement) without reference to any Receivables of Star (as such term is defined in the Fleet Letter Agreement). Any such amounts to paid by Coherent to Fleet Bank at the Closing will be included as outstanding debt of Star in calculating the Net Book Value.
Delivery of Closing Balance Sheet. As promptly as practicable, but no later than 90 days after the Closing Date, the Seller will cause to be prepared and delivered to the Buyer a special purpose balance sheet of the Company (including the notes thereto, the "Closing ------- Balance Sheet"). The Closing Balance Sheet shall be based on an audited balance ------------- sheet of the Company as of December 31, 1999 prepared in accordance with Mexican GAAP and the following principles which, in the event of conflict with Mexican GAAP, shall control: (i) Specified Equipment owned by Zenith Texas shall be - included in the Closing Balance Sheet as though owned by the Company and valued at the amount shown on the Greenwich Industrial Services, LLC appraisal, dated April 1, 1998, less depreciation expense from August 7, 1998 through December 31, 1999, plus capital expenditures from August 7, 1998 through December 31, 1999 approved by the Buyer, (ii) Specified Real Property consisting -- of the Trailer Parking Area shall be valued at $550,000 and all other Specified Real Property shall be valued at the amount shown on the Insignia/ESG, Inc. report, dated April 1998, less depreciation expense from August 7, 1998 through December 31, 1999, plus capital expenditures from August 7, 1998 through December 31, 1999 approved by the Buyer and (iii) any line items reflecting --- inventory owned by the Company shall be eliminated. The Closing Balance Sheet must be reasonably acceptable to the Buyer.
Delivery of Closing Balance Sheet. (A) Within ninety (90) days following the Closing Date, the Purchaser will, in good faith and in accordance with the terms of this Section 1.3(b), prepare and deliver to the LLC Seller (i) its good faith calculation of: (1) the Final Net Working Capital (including Final Accounts Receivable, Final Prepaid Expenses, Final Accounts Payable and Final Accrued Expenses) of the Company as of the Closing, including the Purchaser’s reasonably detailed calculations of Net Working Capital (including Accounts Receivable, Prepaid Expenses, Accounts Payable and Accrued Expenses), showing in reasonable detail any differences between the Purchaser’s proposed calculation of Final Net Working Capital (including Accounts Receivable, Prepaid Expenses, Accounts Payable and Accrued Expenses) and the Estimated Net Working Capital (including Accounts Receivable, Prepaid Expenses, Accounts Payable and Accrued Expenses), together with supporting documentation that is reasonably necessary to confirm the differences between the Estimated Net Working Capital (including Estimated Accounts Receivable, Estimated Prepaid Expenses, Estimated Accounts Payable and Estimated Accrued Expenses) and the Purchaser’s calculation of Net Working Capital (including Accounts Receivable, Prepaid Expenses, Accounts Payable and Accrued Expenses), (2) the Cash as of the Effective Time and the Cash Offsets as of the Effective Time, (3) the Indebtedness as of the Effective Time, and (4) the Company Transaction Expenses as of the Effective Time, and (ii) a balance sheet of the Company as of the Closing (the “
Delivery of Closing Balance Sheet. Immediately following the five (5) Business Day period referred to in Section 3.6(c) or the resolution of any dispute in accordance with the foregoing, as the case may be, the Purchaser shall forthwith deliver to the Vendor the final Closing Balance Sheet (the “Closing Balance Sheet”), final Working Capital Amount (the “Closing Working Capital Amount”) and the final Working Capital Adjustment (the “Working Capital Adjustment”). Such Closing Balance Sheet, Closing Working Capital Amount and Working Capital Adjustment shall be final and binding upon the Parties, absent manifest error.
Delivery of Closing Balance Sheet. As promptly as practicable following the Closing, but in no event later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Sellers a combined unaudited balance sheet of the Xxxxx Entities as of the Closing Date (the "CLOSING BALANCE SHEET"). Except to the extent otherwise disclosed in the Financial Statements, the Closing Balance Sheet shall be prepared in accordance with GAAP applied consistently with the accounting policies and procedures used in the preparation of the Financial Statements. In addition, the accounting policies and procedures set forth in SCHEDULE 2.5 shall be applied. In the event of any inconsistencies between GAAP and the policies and procedures on SCHEDULE 2.5, the policies and procedures on SCHEDULE 2.5 will control. Sellers and Sellers' Auditor shall furnish or cause to be furnished to Buyer (and Buyer's Auditor), such information and assistance relating to the Xxxxx Entities as Buyer reasonably may request in connection with the preparation of the Closing Balance Sheet.
Delivery of Closing Balance Sheet. (A) Within ninety (90) days following the Closing Date, the Purchaser will, in good faith and in accordance with the terms of this Section 1.3(b), prepare and deliver to the LLC Seller (i) its good faith calculation of: (1) the Final Net Working Capital (including components thereof) of the Company as of the Closing, including the Purchaser’s reasonably detailed calculations of Net Working Capital (including components thereof), showing in reasonable detail any differences between the Purchaser’s proposed calculation of Final Net Working Capital (including components thereof) and the Estimated Net Working Capital (including components thereof), together with supporting documentation that is reasonably necessary to confirm the differences between the Estimated Net Working Capital (including components thereof) and the Purchaser’s calculation of Net Working Capital (including components thereof), (2) the Cash as of the Effective Time, (3) the Indebtedness as of the Effective Time, and (4) the Company Transaction Expenses as of the Effective Time, and (ii) a balance sheet of the Company as of the Closing (the “
Delivery of Closing Balance Sheet. Within 45 days after the Closing Date, Sellers' Representative shall cause to be prepared and shall deliver to Buyer the consolidated balance sheet of the Company (the "Closing Balance Sheet") as of the end of business on the Closing Date. The Closing Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with the Company's pro forma consolidated balance sheet as of March 31, 1998. Based on the Closing Balance Sheet, the Sellers' Representative shall compute the Actual Closing Liabilities, the Actual Current Assets and the Final Purchase Price and attach a certificate to the Closing Balance Sheet setting forth the calculation of the Actual Closing Liabilities and the Actual Current Assets and the Final Purchase Price. Buyer shall provide Sellers' Representative and their accountants full access to the Company's books and records, any other relevant information concerning the Company (including work papers of the Company's accountants) and to any employees of the Company, and Buyer shall cooperate fully with Sellers' Representative, to the extent necessary for Sellers' Representative to prepare and determine the Closing Balance Sheet, Actual Closing Liabilities, Actual Current Assets and the Final Purchase Price. At 5:00 p.m. Virginia time on the 10th day after receipt thereof, Buyer shall be deemed to have accepted the Closing Balance Sheet, Actual Closing Liabilities, Actual Current Assets and the Final Purchase Price as proposed by Sellers' Representative
