Proposed Final Closing Balance Sheet and Proposed Final Closing Statement Sample Clauses

Proposed Final Closing Balance Sheet and Proposed Final Closing Statement. Not later than ninety (90) days after the Closing Date, Buyer shall prepare or cause to be prepared, and deliver to the Shareholders’ Representative, a balance sheet of the Company as of the close of business on the date immediately preceding the Closing Date, (the “Proposed Final Closing Balance Sheet”), together with a statement setting forth in reasonable detail its proposed final determination of the Closing Liability Amount, the Closing Cash Amount, and the Seller Transaction Expenses (the “Proposed Final Closing Statement”). The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement will be prepared in accordance with the Accounting Principles. Notwithstanding anything to the contrary in this Agreement, any calculations with respect to Taxes in the Estimated Closing Statement and the Final Closing Statement shall be calculated as of the end of the day on the Closing Date taking into account the effect of the transactions contemplated by this Agreement. The Shareholders’ Representative and its Representatives shall have reasonable access to the work papers and other books and records of the Surviving LLC for purposes of assisting the Shareholders’ Representative and its Representatives in their review of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement.
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Proposed Final Closing Balance Sheet and Proposed Final Closing Statement. After the Closing Date, Buyer shall prepare or cause to be prepared, and will provide to the Sellers’ Representative, a consolidated balance sheet of the Acquired Companies as of the close of business on the Closing Date and without giving effect to the Contemplated Transactions (the “Proposed Final Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its proposed final determination of the Closing Debt Amount, the Seller Transaction Expenses, Net Working Capital and the Cash Adjustment Amount (the “Proposed Final Closing Statement”). The Proposed Final Closing Balance Sheet and the determination of Net Working Capital reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Principles. The Sellers’ Representative and its Representatives shall have reasonable access to the work papers and other books and records of the Acquired Companies for purposes of assisting the Sellers’ Representative and its Representatives in their review of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement.
Sample 1
Proposed Final Closing Balance Sheet and Proposed Final Closing Statement. As promptly as possible and in any event within ninety (90) calendar days after the Closing Date, Parent shall prepare or cause to be prepared, and will provide to the Shareholders’ Representative, a consolidated balance sheet of the Acquired Companies as of the close of business on the day immediately preceding the Closing Date, together with a written statement setting forth in reasonable detail its proposed final determination of the Net Working Capital (the “Proposed Final Closing Statement”). The Proposed Final Closing Statement will be prepared in accordance with GAAP. The Shareholders’ Representative and its representatives shall have reasonable access to the work papers and other books and records of Parent for purposes of assisting the Shareholders’ Representative and its representatives in their review of the Proposed Final Closing Statement.
Sample 1
Proposed Final Closing Balance Sheet and Proposed Final Closing Statement. As promptly as possible and in any event within one hundred eighty (180) calendar days after the Closing Date, Buyer shall prepare or cause to be prepared, and will provide to the Sellers’ Representative, a balance sheet of the Company as of the close of business on the Closing Date (the “Proposed Final Closing Balance Sheet”), including Buyer’s calculation of the Restricted Cash Customer Deposits as of the Closing, together with a written statement (the “Proposed Final Closing Statement”) setting forth in reasonable detail its proposed final determination of the Adjustable Financial Amounts. The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement shall be prepared in accordance with GAAP.
Sample 1
Proposed Final Closing Balance Sheet and Proposed Final Closing Statement. As promptly as possible and in any event within sixty (60) calendar days after the Closing Date, Buyer shall (or shall cause the Companies to) prepare or cause to be prepared, and will provide to Seller, a consolidated balance sheet of the Companies as of the close of business on the day immediately preceding the Closing Date (the “Proposed Final Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its proposed final determination of the Closing Debt Amount, Closing Cash Amount, the Seller Transaction Expenses and Net Asset Value (the “Proposed Final Closing Statement”). The Proposed Final Closing Balance Sheet and the determination of Net Asset Value reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Principles and without giving effect to any changes resulting from the consummation of the Contemplated Transactions on the Closing Date. Both parties shall have reasonable access to the work papers and other books and records of the Companies in order to review the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement.
Sample 1
Proposed Final Closing Balance Sheet and Proposed Final Closing Statement. As soon as practicable (and in no event later than sixty (60) calendar days after the Closing Date), the Buyer Parties shall prepare and furnish to Seller (a) a balance sheet of the Company as of the Effective Time (the “Proposed Final Closing Balance Sheet”) and (b) a statement of the proposed final Adjusted Working Capital, Adjusted Closing Cash Amount (based on the Closing Cash Amount and the actual Closing Date Cash Distribution paid to Seller on the Closing Date) and Closing Debt Amount (the “Proposed Final Closing Statement”). The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement will be prepared and determined in accordance with GAAP, applied in a manner consistent with the preparation of the Interim Financials subject to the principles, methods and procedures described on Exhibit B. In connection with the review of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, the Buyer Parties shall provide Seller and its Representatives with reasonable access to the personnel, books, records, documents and other information of the Company.
Sample 1
Proposed Final Closing Balance Sheet and Proposed Final Closing Statement. As promptly as possible and in any event within ninety (90) calendar days after the Closing Date, the Company shall prepare or cause to be prepared, and will provide to the Stockholders’ Committee, a consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date (the “Proposed Final Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its proposed final determination of the Closing Debt Amount, the Locked Box Amount, the Seller Transaction Expenses and Net Working Capital (the “Proposed Final Closing Statement”). The Proposed Final Closing Balance Sheet and the determination of Net Working Capital reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Principles and without giving effect to any changes resulting from the consummation of the Contemplated Transactions. The proposed final Closing Debt Amount and Seller Transaction Expenses shall be consistent with and supported by payoff letters and related written invoices obtained in connection with Closing. The Stockholders’ Committee and its Representatives shall have reasonable access to the work papers and other books and records of the Company and its Subsidiaries for purposes of assisting the Stockholders’ Committee and its Representatives in their review of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement.
Sample 1
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Related to Proposed Final Closing Balance Sheet and Proposed Final Closing Statement

  • Final Closing Statement Within ninety (90) days following the Closing Date, Parent shall deliver to the Holder Representative a statement (the “Closing Statement” and, in its final and binding form as determined below, the “Final Closing Statement”) setting forth the Closing Consideration and each component thereof as of immediately prior to the Closing, including final determinations as to the amounts of (A) the Company Cash, (B) the Funded Debt and (C) the Closing Net Working Capital. The Final Closing Statement and the components thereof shall be prepared in accordance with the Agreed Accounting Principles. The Holder Representative shall cooperate as reasonably requested in connection with the preparation of the Closing Statement. During the thirty (30)-day period immediately following the Holder Representative’s receipt of the Closing Statement, the Holder Representative shall be permitted to review Parent’s working papers related to the preparation of the Closing Statement and determination of the Closing Consideration and the components thereof. The Closing Statement shall become final and binding upon the parties upon the earlier of (x) thirty (30) days following the Holder Representative’s receipt thereof, unless the Holder Representative shall give written notice of its disagreement (a “Notice of Disagreement”) to Parent prior to such date and (y) the date that the Holder Representative notifies Parent of its acceptance thereof. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any disagreement so asserted. The Closing Statement shall become final and binding upon the resolution in writing of all disagreements the parties may have with respect thereto (whether by the written agreement of the parties or pursuant to the arbitration provisions set forth below). During the thirty (30) days following delivery of a Notice of Disagreement, Parent and the Holder Representative shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and Representatives shall be permitted to review the Holder Representative’s and its Representatives’ working papers relating to the Notice of Disagreement. If, at the end of the thirty (30)-day period referred to above, the matters in dispute have not been fully resolved, then the parties shall submit to Ernst & Young LLP (or such other mutually agreed independent accountants of nationally recognized standing) (any such accounting firm, the “Accounting Firm”) for review and resolution of all matters (but only such matters) which remain in dispute, and the Accounting Firm shall make a final determination of the Closing Consideration and the components thereof to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. The parties will reasonably cooperate with the Accounting Firm during the term of its engagement. The Accounting Firm shall be provided reasonable access to the books, records and other relevant information of the Company, Parent and the Holder Representative to the extent necessary to calculate the Closing Consideration. In resolving any matters in dispute, the Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand, or less than the smallest value for such item assigned by Parent in the Closing Statement, on the one hand, or the Holder Representative in the Notice of Disagreement, on the other hand. The Accounting Firm’s determination shall be based solely on presentations by Parent and the Holder Representative which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Absent fraud committed by the Accounting Firm or manifest error (as to which Parent and the Holder Representative mutually agree), the Closing Statement and the determination of the Closing Consideration and the components thereof shall become final and binding on the parties on the date the Accounting Firm delivers its final resolution in writing to the parties (which the Accounting Firm shall be instructed to deliver not more than forty-five (45) days following submission of such disputed matters). The Accounting Firm shall act as an expert and not as an arbitrator to determine solely the matters in dispute based solely on the submissions and responses of Parent, on the one hand, and the Holder Representative, on the other hand. The Accounting Firm shall allocate its costs and expenses between Parent and the Holder Representative, on behalf of the Holders, based upon the percentage of the contested amount submitted to the Accounting Firm that is ultimately awarded to Parent, on the one hand, or the Holder Representative on behalf of the Holders, on the other hand, such that Parent bears a percentage of such costs and expenses equal to the percentage of the contested amount awarded to the Holders and the Holders bear a percentage of such costs and expenses equal to the percentage of the contested amount awarded to Parent (such amount payable by the Holder Representative on behalf of the Holders to be deducted from the Purchase Price Adjustment Holdback and retained by Parent in accordance with Section 4.1(c)(ii)).

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Preliminary Closing Statement At least three (3) Business Days prior to the Closing Date, Escrow Agent shall prepare and submit to each of Buyer and the Seller Parties preliminary Closing statements, showing the Parties’ respective amounts of Closing costs, the Deposit, the net credit due to the Seller Parties or Buyer under Section 2.5 and the net amount of funds required to be deposited by Buyer in order to effect Closing hereunder.

  • 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.

  • Final Closing At the Final Closing, the Sellers shall deliver or cause to be delivered to the Buyer:

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 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 Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such 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. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees 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. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 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 Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement 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 consultation.

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • 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:

  • Closing; Closing Date Closing" and "Closing Date" have the meanings set forth in Section 5.3.

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