Final Closing Date Balance Sheet. The Buyer shall on or before the Adjustment Date prepare in good faith and deliver to the Sellers’ Representatives a balance sheet reflecting the Closing Net Working Capital (and the Final Closing Cash Amount), which balance sheet will be prepared in accordance with the procedures described in the definition of Net Working Capital herein and shall not take into account the transactions contemplated hereby. The balance sheet prepared in accordance with the foregoing shall be referred to herein as the “Final Closing Date Balance Sheet.” From and after the Closing Date to the date of the final determination of the Final Closing Date Balance Sheet (including final resolution of any dispute raised by the Sellers’ Representatives in an Objection Notice) pursuant to this Section 1.3, the Buyer shall provide the Sellers’ Representatives and the Sellers’ Representatives’ accountants upon reasonable notice with reasonable access to the books and records of the Companies used to determine the Final Closing Date Balance Sheet and the Buyer shall cause the Companies’ employees to cooperate in all reasonable respects with the Sellers’ Representatives and the Sellers’ Representatives’ accountants in connection with their review of such work papers and other documents and information relating to the Buyer’s calculation of the Final Closing Date Balance Sheet.
Final Closing Date Balance Sheet. Within forty-five (45) days after the Closing, IRG and CC Holdings shall use their best efforts to prepare and agree upon an unaudited balance sheet of IRG as of the Closing Date, which (i) shall be prepared based on principles and in a manner followed in preparing previous IRG balance sheets and (ii) takes into account financial data relating to IRG's business operations prior to Closing, which is gathered after Closing and which may necessitate changes to estimates reflected on the Estimated Closing Date Balance Sheet, including, without limitation, data necessitating changes to the Provider Reserve (the "Final Closing Date Balance Sheet").
Final Closing Date Balance Sheet. The Closing Date Balance Sheet, or, if one has been adopted pursuant to Section 2.3(a)(ii), the Revised Closing Date Balance Sheet, shall be deemed to be final, binding and conclusive on Madden and Seller (the "Final Closing Date Balance Sheet") upon the earliest of (A) the failure of Seller to deliver to Madden the Dispute Notice within thirty (30) days of the Delivery Date; (B) the resolution by Madden and Seller of all disputes, as evidenced by the Revised Closing Date Balance Sheet; and (C) the resolution by the Independent Accounting Firm of all disputes, as evidenced by the Revised Closing Date Balance Sheet. Any adjustment to the Cash Purchase Price based on the Final Closing Date Balance Sheet shall be made in accordance with Section 2.3(b).
Final Closing Date Balance Sheet. Within ninety (90) days following the Closing Date, Buyer shall prepare and deliver to Seller a notice (an “Adjustment Notice”), which shall include a consolidated balance sheet of the Company and its Subsidiaries as of the Closing (the “Proposed Balance Sheet” and, in its final and binding form after resolution of any disputes pursuant to this Section 2.04, the “Final Balance Sheet”) setting forth its calculation of (i) the actual Closing Date Net Working Capital (the “Proposed Net Working Capital”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.04, the “Final Net Working Capital”); and (ii) the actual Cash Amount of the Company and its Subsidiaries as of the Closing (the “Proposed Cash Amount”, and, in its final and binding form after resolution of any disputes pursuant to this Section 2.04, the “Final Cash Amount”), together with supporting calculations and work papers to the extent reasonably available and utilized in the preparation of the Proposed Balance Sheet, Proposed Net Working Capital, and Proposed Cash Amount. Seller shall have a period of thirty (30) days (the “Objection Period”) after receipt of the Adjustment Notice in which to provide written notice to Buyer of any objections thereto (the “Objection Notice”), and such notice shall set forth in reasonable detail the item of the Proposed Balance Sheet, Proposed Net Working Capital, or Proposed Cash Amount to which each such objection relates and the basis for each such objection and the dollar amount of any dispute so asserted, together with Seller’s calculation of each disputed item and supporting calculations and information. If Seller provides any such Objection Notice within the Objection Period, then Seller and Buyer shall attempt in good faith to resolve any dispute concerning the item(s) subject to such Objection Notice. If Seller and Buyer do not resolve any dispute arising in connection with or relating to the Proposed Balance Sheet, Proposed Net Working Capital, or Proposed Cash Amount within thirty (30) days after the date of delivery of the Objection Notice, which 30-day period may be extended by written agreement of Seller and Buyer (such period, as it may be extended, the “Initial Resolution Period”), such dispute shall be resolved in accordance with the procedures set forth in Section 2.04(d). The Proposed Balance Sheet, Proposed Net Working Capital, and Proposed Cash Amount shall be deemed to be accepted by Seller, and shall bec...
Final Closing Date Balance Sheet. Prior to Closing, Company will prepare and cause to be attached to this Agreement as Schedule 3.12 a final balance sheet for Company as of the Closing Date (the “Final Closing Balance Sheet”). The Final Closing Balance Sheet will be reasonably acceptable to Parent and shall be prepared by Company on a basis consistent with the Financial Statements and the Pro Forma Closing Date Balance Sheet. Each of the liability line items set forth in the Final Closing Balance Sheet will present as of the Closing Date, in a materially accurate manner the actual amount of such liability (including, for contested amounts, the final amount paid or payable pursuant to a final judgment or settlement). Company represents that there will be no material off-balance sheet liabilities, claims or obligations of any nature, whether accrued, absolute, contingent, anticipated, or otherwise, whether due or to become due, that are not shown or provided for either in the Final Closing Balance Sheet or the Company Disclosure Schedule.
Final Closing Date Balance Sheet. If the Shareholders shall so notify the Buyer of any dispute as to the Closing Date Balance Sheet within such 30-day period, the Buyer and the Shareholders shall cooperate in good faith to resolve such dispute as promptly as possible, and if the Buyer and the Shareholders are able to resolve such dispute (as evidenced by a written notice, attaching the agreed upon version of the Closing Date Balance Sheet as so acknowledged by each of the Buyer and the Shareholders) within 15 calendar days of the Shareholders’ delivery of the notice of such dispute as set forth in this Section 1.4(b)(ii) (the “Resolution Period”), then the Closing Date Balance Sheet, as so acknowledged, shall constitute the Final Closing Date Balance Sheet. Payment of the Shareholders’ Equity True-Up Amount shall be paid to the appropriate Party by wire transfer of immediately available funds within 15 calendar days after the determination of the Final Closing Date Balance Sheet.
Final Closing Date Balance Sheet. Within twenty (20) business days after the Closing Date, the Buyer shall prepare and deliver to NEC USA an unaudited balance sheet of the Company as of the Closing Date (the "Final Closing Date Balance Sheet"), which shall be prepared on the same basis and in the same form as the Interim Balance Sheet. The Purchase Price delivered as of the Closing shall be adjusted as follows:
Final Closing Date Balance Sheet. Calculation of Closing Date Net Working Capital.
Final Closing Date Balance Sheet. In order to conclusively determine the Closing Net Working Capital and the Net Working Capital Adjustment as of the Closing Date, as soon as reasonably practicable after the Closing Date (but not later than sixty (60) days thereafter), Parent will prepare and deliver to the Stockholder Representative its balance sheet as of the Closing Date (the “Closing Date Balance Sheet”), together with a calculation of the Closing Net Working Capital. To the extent reasonably practicable, the Stockholder Representative shall cooperate with Parent and its accountant (the “Parent Accountant”) in connection with the preparation of the Closing Date Balance Sheet and the calculation of the Closing Net Working Capital. The Closing Date Balance Sheet and the calculation of the Closing Net Working Capital shall be prepared in accordance with GAAP.
Final Closing Date Balance Sheet. As soon as practicable following the Closing Date (and in no event later than 90 days following the Closing Date), the Company shall have prepared and delivered, at the expense of Purchaser, to the Shareholder and Purchaser an audited final consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with generally accepted accounting principles, accompanied by the unqualified report thereon of KPMG LLP (the "Final Closing Date Balance Sheet"), as of the day prior to the Closing Date. The computations set forth in the Final Closing Date Balance Sheet shall be conclusive and binding upon the parties hereto, unless the Shareholder or Purchaser, within thirty (30) days after the receipt of the Final Closing Date Balance Sheet, notifies the other in writing that it disputes any of the amounts set forth therein, specifying the nature of the dispute and the basis therefor. If within a further period of one week, the parties do not reach agreement resolving the dispute, the parties shall submit the dispute to a partner at a nationally recognized independent accounting firm mutually agreeable to the parties, which shall not have a material relationship with either the Company, the Shareholder or Purchaser within two years preceding the appointment (the "Arbiter"), for resolution. If the parties cannot agree on the selection of a partner at such an independent accounting firm to act as Arbiter, the parties shall request the American Arbitration Association to appoint such a partner at such an independent accounting firm, and such appointment shall be conclusive and binding on the parties. Promptly, but no later than twenty (20) days after its acceptance of his or her appointment as Arbiter, the Arbiter shall determine, based solely on presentations by, on the one hand, the Shareholder and, on the other hand, Purchaser, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation of the number(s) in question, which shall be conclusive and binding upon the parties. All proceedings conducted by the Arbiter shall take place in The City of New York. In resolving any disputed item, the Arbiter (i) shall be bound by the provisions of this Section 6.18 and (ii) may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The fees, costs and expenses of the Arbiter...
