Preparation of the Closing Balance Sheet Sample Clauses

Preparation of the Closing Balance Sheet. The amount of Working Capital, Indebtedness, and Transaction Expenses included in the calculation of the Purchase Price will be determined from a balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”). The Closing Balance Sheet will be prepared by Purchaser in accordance with GAAP. Purchaser shall deliver Purchaser’s calculation of the Purchase Price and the Closing Balance Sheet (collectively, the “Closing Statement”) to Seller on or before the date that is 60 days after the Closing Date. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Working Capital, Indebtedness, Transaction Expenses and the final Purchase Price pursuant to this Section 2.5 is to adjust for inaccuracies in the estimates of the amounts of Working Capital, Indebtedness, and Transaction Expenses set forth in the Pre-Closing Statement and to determine the final Purchase Price, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheet or determining the amounts of Working Capital, Indebtedness, or Transaction Expenses or the final Purchase Price. Notwithstanding any changes to the foregoing items under this Section 2.5, the Closing Balance Sheet will be deemed issued immediately prior to the Closing for purposes of GAAP and for purposes of determining the impact of any subsequent events on the Closing Balance Sheet.
AutoNDA by SimpleDocs
Preparation of the Closing Balance Sheet. As soon as practicable, but within 90 days after the Closing Date (the "Review Period"), Purchaser will prepare and deliver to Sellers' Representative a statement (the "Closing 143905334.14 Statement") setting forth Purchaser's calculation of the Cash, Working Capital, Indebtedness and Transaction Expenses, and the calculation of the Purchase Price based thereon, as determined from a consolidated balance sheet of the Company prepared as of the Measurement Time (the "Closing Balance Sheet") and delivered with reasonable supporting detail regarding the calculation of each component of the Purchase Price. During the Review Period, Sellers' Representative will have full access to the relevant books and records of the Company and the accounting personnel of Purchaser and related work papers to the extent that they relate to the Closing Statement, and such historical financial information (to the extent in Purchaser's possession) related to the Closing Statement as Sellers' Representative may reasonably request for the purpose of reviewing the Closing Statement and to have a basis to prepare, to the extent Sellers' Representative may deem appropriate, a Dispute Notice (defined below), provided, that such access will be in a manner that does not unreasonably interfere with the normal business operations of Purchaser. The Closing Balance Sheet will be prepared by Purchaser as of the Measurement Time in accordance with the Accounting Principles and, in the case of Working Capital, the Sample Working Capital Calculation. The Closing Statement and the Closing Balance Sheet (a) will not include any changes in assets or liabilities as a result of purchase or other accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement, (b) will be based on facts and circumstances as they exist as of the Measurement Time and will exclude the effect of any act, decision or event occurring on or after the Closing and (c) will not include, directly or indirectly, any additional reserve or accrual that is not reflected on the Sample Working Capital Calculation. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Working Capital, Indebtedness, Transaction Expenses and the final Purchase Price under this Section 2.5 is to adjust for inaccuracies in the estimates in the amounts of Cash, Working Capital, Indebtedness and Transaction Expenses and to determine the final Purch...
Preparation of the Closing Balance Sheet. The books and records and other documents, including any work papers, on which the Closing Balance Sheet is based or otherwise used in the preparation of the Closing Balance Sheet are in the possession of BMT.
Preparation of the Closing Balance Sheet. The amount of the Closing Indebtedness, Cash Equivalents and Working Capital included in the calculation of the Purchase Price shall each be determined from a consolidated balance sheet of the Company and its consolidated Subsidiaries as of the close of business on the Closing Date (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared by Purchaser in accordance with GAAP as applied by the Company and the Subsidiaries in preparing the Financial Statements for the year ended December 31, 2009, except for the omission of footnote disclosure required by GAAP. Following the Closing, Purchaser shall deliver the Closing Balance Sheet to Seller not more than 90 days following the Closing Date (the “Delivery Date”).

Related to Preparation of the Closing Balance Sheet

  • Closing Balance Sheet As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation).

  • 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).

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Seller shall provide Buyer with Seller’s consolidated financial statements presenting the financial condition of Seller and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery of the Closing Financial Statements, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c)).

  • 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.

  • 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.

  • Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since that date:

  • Subsequent Financial Statements The Company shall provide to Parent, sufficiently in advance so as to permit a reasonable period of time to review and discuss the contents thereof, its financial results for any period after the date of this Agreement prior to making such results publicly available and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such review and discussion.

  • Balance Sheet “Balance Sheet” is defined in Section 3.6 of the Agreement.

  • Operations Prior to the Closing Date (a) Seller shall use its commercially reasonable efforts to, and to cause the Companies to, operate and carry on the Business in the ordinary course and substantially as operated immediately prior to the date of this Agreement. Consistent with the foregoing, Seller shall use its commercially reasonable efforts, and shall cause the Companies to use their commercially reasonable efforts, consistent with good business practice, to preserve the goodwill of the suppliers, contractors, licensors, employees, customers, distributors and others having business relations with the Business.

  • Audits and Financial Statements A. Audits

Time is Money Join Law Insider Premium to draft better contracts faster.