Preliminary Closing Date Balance Sheet Sample Clauses

Preliminary Closing Date Balance Sheet. Not less than five (5) Business Days prior to the scheduled Closing Date, the Sellers shall deliver to the Buyer (i) a balance sheet of the Company forecasted as of the Closing Date, to be prepared in a manner consistent with the preparation of the Financial Statements (the "Preliminary Closing Date Balance Sheet") and (ii) an estimate of the Net Book Value of the Company as of the Closing Date based upon such Preliminary Closing Date Balance Sheet (the "Estimated Closing Date Net Book Value"). Representatives of the Buyer shall be entitled to full access, in a reasonable manner, to all records and work papers during normal business hours and shall be entitled to communicate with the Sellers and personnel of the Company and discuss accounting practices and procedures in connection with the preparation of the Preliminary Closing Date Balance Sheet and the calculation of the Estimated Closing Date Net Book Value.
Sample 1
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Preliminary Closing Date Balance Sheet. As promptly as practicable following the Closing Date, Purchaser shall cause the Company to prepare and deliver to Seller the consolidated balance sheet of the Company and the Subsidiaries as of the close of business on the date of Closing (the "Preliminary Closing Date Balance Sheet"). Such Preliminary Closing Date Balance Sheet shall be prepared using GAAP, the historical accounting practices, principles and cost accounting methods of Seller, consistently applied in accordance with the December Balance Sheet (as defined in Section 5.05) and certified by Purchaser's independent certified public accountants ("Purchaser's Accountants") as fairly presenting the consolidated financial position of the Company and the Subsidiaries as of the Closing Date. Based on the Preliminary Closing Date Balance Sheet, Purchaser's Accountants shall also compute the Excess or Deficiency (as the case may be) in accordance with Section 2.03(a). Purchaser shall have the Preliminary Closing Date Balance Sheet and the accompanying report of Purchaser's Accountants delivered to the Seller within sixty days (60) after the Closing Date. Seller and if Seller shall request, its certified public accountants ("Seller's Accountants"), shall be informed of and consulted in connection with the preparation and audit of the Preliminary Closing Date Balance Sheet prior to the certification thereof by Purchaser's Accountants. Seller (and Seller's Accountants) shall be given access to the books and records of the Company and the Subsidiaries for the purpose of verifying the Preliminary Closing Date Balance Sheet and the Excess or Deficiency, if any.
Sample 1
Preliminary Closing Date Balance Sheet. Not later than August 23, 2017, the Seller shall deliver to the Buyer (i) the July 31, 2017 balance sheet of the Seller, prepared in a manner consistent with the preparation of the Financial Statements, but not GAAP compliant (the “Preliminary Closing Date Balance Sheet”) and (ii) a good faith estimate (including in reasonable detail the basis for the determination thereof) of the Net Tangible Asset Value of the Seller as of the Closing Date based upon such Preliminary Closing Date Balance Sheet (the “Estimated Closing Date Net Tangible Asset Value”), determined in accordance with Exhibit A, attached hereto. For absence of doubt, the parties agree that the Net Tangible Asset Value shall include the value of all customer trades, paid or unpaid, up to the Closing Date, subject to offsets for the metals owed and other adjustments as provided in 2.6. Representatives of the Buyer shall be entitled to full access, in a reasonable manner, to all records and work papers during normal business hours and shall be entitled to communicate with the Seller and personnel of the Seller and discuss accounting practices and procedures in connection with the preparation of the Preliminary Closing Date Balance Sheet and the calculation of the Estimated Closing Date Net Tangible Asset Value. The Estimated Closing Date Net Tangible Asset Value shall be subject to Buyer’s reasonable approval.
Sample 1
Preliminary Closing Date Balance Sheet. A consolidated balance sheet of ----------------------------------------- Learning Curve and its subsidiaries immediately prior to the Learning Curve Effective Time, reasonably estimated in good faith by Learning Curve as of five Business Days prior to the Closing Date pursuant to section 2.12(a).
Sample 1
Preliminary Closing Date Balance Sheet. Seller will prepare and deliver to Buyer at least two days before the Closing Date its best estimate of Seller's balance sheet as of the Closing Date (the "PRELIMINARY CLOSING DATE BALANCE SHEET") so that the parties may determine the Working Capital of Seller to be used in making the adjustment described in SECTION 1.5.
Sample 1
Preliminary Closing Date Balance Sheet. No later than ten (10) days prior to the Closing Date, the Company shall prepare and deliver to Parent an unaudited consolidated balance sheet for the Company, prepared in good faith, estimated as of the Closing, pro forma as to, and giving effect to, any transactions or operations previously occurring or anticipated to occur subsequent to its preparation and on or before the Closing ("Preliminary Closing Date Balance Sheet"), subject to the right of Parent to make a good faith objection thereto, delivered no later than five (5) days prior to the Closing. Concurrently with delivery of the Preliminary Closing Date Balance Sheet, the Company shall deliver to Parent a statement setting forth a calculation, based on the Preliminary Closing Date Balance Sheet, of the Company's cash and inventory balances estimated as of the Closing Date (the "Preliminary Current Items") and the Company's Deal Expenses estimated to be unpaid as of the Closing Date (the "Preliminary Unpaid Deal Expenses").
Sample 1
Preliminary Closing Date Balance Sheet. At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent and the Stockholder Representative an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated by this Agreement) (the “Estimated Closing Date Balance Sheet”), together with a calculation of the estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”). The Estimated Closing Date Balance Sheet and the calculation of Estimated Closing Net Working Capital shall be prepared by the Company in good faith and shall be accompanied by a certificate of the Chief Financial Officer of the Company that the Estimated Closing Date Balance Sheet and Estimated Closing Net Working Capital was prepared in accordance with GAAP. The “Closing Adjustment” shall be an amount equal to the Estimated Closing Net Working Capital minus Four Million Eight Hundred Thirty Thousand Dollars ($4,830,000) (the “Target Net Working Capital”). If the Closing Adjustment is a positive number, the Merger Consideration shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Merger Consideration shall be reduced by the amount of the Closing Adjustment.
Sample 1
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Preliminary Closing Date Balance Sheet. The Buyer shall notify the Seller, in writing (including, but not limited to, by fax or e-mail), on or before the last day of the 15-day period, of any objections to the Preliminary Closing Date Balance Sheet, setting forth a reasonably specific description of the Buyer's objections and the dollar amount of each objection. If the Buyer does not deliver such notice within such 15-day period, the Preliminary Closing Date Balance Sheet shall be deemed to have been accepted by the Buyer.
Sample 1

Related to Preliminary Closing Date Balance Sheet

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Closing Balance Sheet (a) Within thirty (30) days following the Closing, the Sellers and Company shall cause to be prepared and delivered to Buyer an unaudited balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”). The Company and Sellers shall cause the Closing Balance Sheet to be prepared in accordance with GAAP consistent with and using the same accounting principles, policies and methods as in the audited financial statements described in Section 3.17 with contract estimates at completion (“EACs”) and estimates to complete (“ETCs”) determined on a basis consistent with the method used for determination of the Company’s audited financial statements. Sellers shall bear the cost of preparing the Closing Balance Sheet. If the Tangible Net Worth of the Company as of the Closing Date as reflected on the Closing Balance Sheet, taking into account payment of the Company Pre-Closing Liabilities, is less than $80,000, then the Escrow Deposit shall be reduced on a dollar for dollar basis to the extent of any such deficiency. The amount by which the Tangible Net Worth of the Company as of the Closing Date is less than $80,000 taking into account payment of the Company Pre-Closing Liabilities, is hereafter referred to as the “Balance Sheet Adjustment.” The amount of any Balance Sheet Adjustment shall be deducted from the Escrow Deposit and paid to Buyer within two (2) days following determination of the “Final Closing Balance Sheet” (as defined in Section 2.3(b)), prior to release of the Escrow Deposit to the Sellers. The remainder of the Escrow Deposit shall thereafter promptly be paid by Escrow Agent to the Sellers in accordance with the terms of the Escrow Agreement. To the extent that Buyer decides not to pay off the DCAA liability as described in Section 2.2(a)(iii), then such amount shall be deemed paid off for purposes of determining the Closing Balance Sheet hereunder.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Operations Since Balance Sheet Date (a) Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, there has been:

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Final Closing Statement During the thirty (30) days following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Closing Statement Arbitrator") by either Party for review and resolution. The Closing Statement Arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing. The hearing date will be scheduled by the Closing Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Each Party shall, not later than seven days prior to the hearing date set by the Closing Statement Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Closing Statement that reflects such figures). The figures submitted need not be the figures discussed during prior conversations. The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) within three Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and shall issue the Final Closing Statement reflecting such decisions. The decision of the Closing Statement Arbitrator shall be final and binding on the Parties. The cost of any arbitration (including the fees and expenses of the Closing Statement Arbitrator) pursuant to this Section 3.4(b) shall be borne equally by Buyer and Seller. The fees and disbursements of Seller's independent auditors incurred in connection with the procedures performed with respect to the Closing Statement shall be borne by Seller and the fees and disbursements of Buyer's independent auditors incurred in connection with their preparation of the Notice of Disagreement shall be borne by Buyer. As used in this Agreement, the term "Final Closing Statement" shall mean the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Closing Statement Arbitrator, the Closing Statement issued by the Closing Statement Arbitrator.

  • Financial Statements; Servicing Facility In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a Consolidated Statement of Operations of the Company for the most recently completed two fiscal years for which such a statement is available, as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of Operations. The Company also shall make available any comparable interim statements to the extent any such statements have been prepared by or on behalf of the Company (and are available upon request to members or stockholders of the Company or to the public at large). The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting recent developments affecting the Company or the financial statements of the Company, and to permit any prospective Purchaser to inspect the Company's servicing facilities for the purpose of satisfying such prospective Purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.

  • Initial Closing Date The obligation of each Buyer hereunder to purchase the Initial Preferred Shares at the Initial Closing is subject to the satisfaction, at or before the Initial Closing Date, of each of the following conditions, provided that these conditions are for each Buyer's sole benefit and may be waived by such Buyer at any time in its sole discretion:

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