Preparation of Closing Balance Sheet. As promptly as practicable, but no later than 5:00 p.m. (Mountain Time) on the 75th day after the Closing Date or such later date as Purchaser and Seller agree in writing, Purchaser will prepare or cause to be prepared a consolidated balance sheet of the Brand Companies as of the Closing Date (the “Closing Balance Sheet”), prepared in accordance with the Brand Companies’ historical practices and presented in a manner consistent with Schedule 2.05(b) to be delivered to Seller, together with a statement (the “Closing Statement”) setting forth in reasonable detail Purchaser’s calculation of (i) the Cash on Hand, (ii) the Closing Indebtedness, (iii) the Company Transaction Expenses that were not paid as of the Closing, in each case, prepared by Purchaser in good faith in accordance with the Brand Companies’ historical practices and presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b), and (iv) the Final Net Closing Cash Consideration based on the foregoing. In the event that Purchaser does not deliver the Closing Balance Sheet and the Closing Statement within such 75-day period, Purchaser shall be conclusively deemed to have accepted the Estimated Cash on Hand, the Estimated Closing Indebtedness and the Estimated Company Transaction Expenses as the Cash on Hand, the Closing Indebtedness, and the Company Transaction Expenses, respectively. Purchaser acknowledges and agrees that, for the purposes of Seller’s review of the Closing Balance Sheet delivered by Purchaser pursuant to this Section 2.06(a), Purchaser shall afford, and shall cause the Company to afford, Seller commercially reasonable access during normal business hours to the books and records (other than privileged documents) of Purchaser, the Brand Companies and their respective Representatives.
Preparation of Closing Balance Sheet. As promptly as practicable after the Closing Date, the Parent will cause the Closing Balance Sheet to be prepared and will prepare a certificate based on such Closing Balance Sheet setting forth its calculation of Closing Net Worth. As promptly as practicable, but no later than ninety (90) days, after the Closing Date, the Parent will cause the Closing Balance Sheet to be delivered to the Principal Shareholders.
Preparation of Closing Balance Sheet. As soon as reasonably possible after the Closing Date (but not later than 60 days thereafter), Federal shall prepare or cause to be prepared and shall deliver to the Stockholders’ Representatives a Closing Balance Sheet for C-CUBED as of the close of business on the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) and prepared in accordance with presently disclosed C-CUBED accounting methodology provided it is consistent with GAAP.
Preparation of Closing Balance Sheet. As soon as reasonably practicable after the Closing Date (but not later than 60 days thereafter), Arrow shall prepare or cause to be prepared and shall deliver to Acquisition Sub a Closing Balance Sheet for the Business as of the opening of business on the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared in accordance with United States Generally Accepted Accounting Principles (“GAAP”).
Preparation of Closing Balance Sheet. As promptly as practicable, but not later than sixty (60) calendar days after the Closing Date (the “Preparation Period”), Parent shall prepare in good faith, or cause to be prepared in good faith, and shall deliver to the Stockholder Representatives a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Business Day immediately preceding the Closing Date (the “Closing Balance Sheet”), and a statement which shall set forth the Net Working Capital Amount (the “Net Working Capital Adjustment Statement”) and the resulting Net Working Capital Adjustment which shall be prepared in accordance with GAAP, using, to the extent consistent with GAAP, the Applicable Principles. The Stockholder Representatives and their accountants and representatives may meet with or make inquiries of Parent and its accountants and representatives at any time (whether prior to, during or subsequent to the preparation of the Closing Balance Sheet and Net Working Capital Adjustment Statement) regarding questions concerning, or disagreements with, the Closing Balance Sheet and the other statement arising in the course of their review thereof, and Parent shall use its, and shall cause the Company and its Subsidiaries to use their respective, commercially reasonable efforts to cause any such accountants to cooperate with and respond to such inquiries. Immediately after receipt of the Closing Balance Sheet or the other statement, the Stockholder Representatives shall be given reasonable access to (and reasonable numbers of copies of), the books and records of the Company and its Subsidiaries and all of Parent’s and its representatives’ work papers, worksheets, notes and schedules used in the preparation of the Closing Balance Sheet during reasonable business hours for the purpose of reviewing the Closing Balance Sheet and the Net Working Capital Adjustment Statement. Unless Parent provides the Stockholder Representatives the Closing Balance Sheet and the Net Working Capital Adjustment Statement in writing within such Preparation Period, the Estimated Closing Balance Sheet and the Estimated Net Working Capital Adjustment Statement delivered to Parent by the Company prior to Closing and the resulting Estimated Net Working Capital Adjustment, if any, shall be binding on the Parties, and shall be the final Closing Balance Sheet and the final Net Working Capital Adjustment for purposes of this Agreement.
Preparation of Closing Balance Sheet. On or before the 30th day after the Closing Date, personnel of the Company and Arthxx Xxxexxxx & Xo. (the "Company's Accountant") will prepare and deliver to the Buyer and the Sellers' Representatives a consolidated balance sheet of the Company and its Subsidiary as of the open of business on the Closing Date which shall be audited by the Company's Accountant (the "Closing Date Balance Sheet"), together with the related audit report, and a statement, prepared in accordance with Exhibit B (including with respect to capitalized tooling costs), setting forth the Company's determination of the Working Capital as of the Closing Date (the "Adjustment Statement"). The Closing Date Balance Sheet shall be prepared from the Company's books and records in accordance with the accounting principles set forth in Section 1.4 above taking into account the payments to be made by the Company in connection with the Closing, including the payments by the Company of expenses of the Sellers required to have been paid by Sellers or the Company in accordance with Section 11.8. During the preparation of the Closing Date Balance Sheet and all activities in connection therewith, the Buyer will be entitled to designate a representative (the "Buyer Accountant") to observe and comment on the preparation of the Closing Date Balance Sheet and the Adjustment Statement and procedures relating thereto. On or prior to the 30th day after the Buyer's receipt of the Closing Date Balance Sheet and the Adjustment Statement, the Buyer may deliver to the Sellers' Representatives a written notice stating in reasonable detail the Buyer's objections (an "Objection Notice") to the Closing Date Balance Sheet and/or the Adjustment Statement. If the Buyer does not tender to the Sellers' Representatives an Objection Notice within such 30-day period or if the Buyer consents in writing to the Closing Date Balance Sheet and the Adjustment Statement, then the Closing Date Balance Sheet and the Adjustment Statement will be conclusive and binding upon the parties and the Final Closing Date Working Capital determined therefrom will likewise be binding on the parties, in each case, for purposes of Section 2.4(d) below.
Preparation of Closing Balance Sheet. As promptly as practicable, but in any event within 90 calendar days following the Closing Date, the Purchaser will deliver to the Company a balance sheet (the “Closing Balance Sheet”), certified by the Purchaser as fairly presenting the financial position of the Company and its Subsidiaries on the Closing Date in conformity with GAAP and setting forth a calculation of the Company Debt Amount and the Net Current Assets as of the Closing Date. Subject to Section 3.03(c), the Closing Balance Sheet and the calculation of Company Debt Amount and Net Current Assets delivered by the Purchaser to the Company will be deemed to be and will be final, binding and conclusive on the parties hereto.
Preparation of Closing Balance Sheet. Within 120 days after the Effective Time, Parent shall cause to be prepared and delivered to the Shareholder Representative (as defined in Section 7.3) an unaudited preliminary closing balance sheet of the Company as of the close of business on the Closing Date (the "Preliminary Closing Balance Sheet"), which Preliminary Closing Balance Sheet shall be non-binding upon the parties and shall be for illustrative purposes only. Within fourteen (14) months after the Effective Time, Parent shall cause to be prepared and delivered to the Shareholder Representative an unaudited balance sheet of the Company as of the close of business on the Closing Date (the "Closing Balance Sheet") and a calculation of the Net Worth Amount as of such date (the "Closing Net Worth Amount") derived from the Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with the books and records of the Company and shall comply with GAAP applied on a consistent basis. If the Closing Net Worth Amount set forth in the Closing Balance Sheet differs from the Estimated Net Worth Amount by $20,000 or less, then the following provisions of this Section 2.2 (other than Section 2.2(v)) shall not apply and Parent and the Shareholder Representative (on behalf of the Shareholders) shall mutually agree upon the Final Closing Net Worth Amount, which determination shall be final and binding on the parties hereto, absent fraud or manifest error; provided, however, if Parent and the Shareholder Representative are unable to mutually agree upon the Final Closing Net Worth Amount, the Final Closing Net Worth Amount shall be the average of the Closing Net Worth Amount set forth in the Closing Balance Sheet and the Estimated Net Worth Amount. 9 4
Preparation of Closing Balance Sheet. As promptly as practicable after the Closing Date, Buyer will cause the Closing Balance Sheet to be prepared and will prepare a certificate based on such Closing Balance Sheet setting forth the calculation of the Closing Working Capital Amount and the Closing Cash Amount (the "Closing Certificate"). As promptly as practicable, but no later than 60 days, after the Closing Date, Buyer will cause the Closing Balance Sheet, together with the Closing Certificate, to be delivered to Sellers' Representative.
Preparation of Closing Balance Sheet. Not later than 60 days following the Effective Date (as hereinafter defined), Stockholders shall prepare and deliver to Synagro for its review in accordance with this section a balance sheet (the "Closing Balance Sheet") of A&J Southeast prepared as of the Effective Date and prepared in accordance with generally accepted accounting principles ("GAAP") in a manner consistent with the financial statements described in Section 2.1.6 hereof. All of the parties hereto shall cooperate fully with each other in the preparation of the Closing Balance Sheet, and Synagro shall have access at all reasonable times to review workpapers, books and records relating to the preparation of the Closing Balance Sheet.
