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 Adju...
Closing Balance Sheet. Prior to the Closing Date, the Company shall deliver to Parent a consolidated balance sheet for the Company and the Company Subsidiaries as of the last day of the month preceding the Closing Date, or as of three Business Days prior to the Closing Date if the Closing Date is a day that is more than three Business days following the last day of the preceding month, prepared in conformity with past practices and policies of the Company and the Company Subsidiaries, and in accordance with GAAP applied on a basis consistent with the preparation of the Interim Financial Statements (the “Closing Balance Sheet”), together with a calculation of the Consolidated Stockholders Equity. Parent shall have an opportunity to review and comment on the Closing Balance Sheet prior to the Closing Date.
Closing Balance Sheet. (i) Within forty-five (45) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Shareholder a balance sheet of the Company as of the day immediately preceding the Statutory Merger Time prepared in accordance with GAAP (the “Closing Balance Sheet”). Within twenty (20) business days after PainCare’s delivery of the Closing Balance Sheet to the Shareholder, the Shareholder shall, in a written notice to PainCare, either accept the Closing Balance Sheet or describe in reasonable detail any proposed adjustments to the Closing Balance Sheet and the reasons therefore, including pertinent calculations. If the Shareholder fails to deliver notice of acceptance or objection to the Closing Balance Sheet within such twenty (20) business day period, the Shareholder shall be deemed to have accepted the Closing Balance Sheet. Except in the case of a dispute with respect to the Closing Balance Sheet, within twenty (20) business days after delivery of the Closing Balance Sheet (the “Adjustment Payment Date”), the Shareholder shall pay the Net Equity Adjustment (as defined in Section 4.3(c)(ii) below), if any, to PainCare. In the event that PainCare and the Shareholder are not able to agree on the Closing Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Shareholder, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant that the Parties shall mutually select, for computation or verification in accordance with the provisions of this Agreement, and the Net Equity Adjustment shall be paid by the Shareholder to PainCare within ten (10) business days after receipt of the accountant’s computation or verification. The computation or verification made by the accountant shall be final and binding upon the Parties, and there shall be no right of appeal from such decision. The accountant’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by the accountant or, if all Parties’ determinations have been modified by the accountant, by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 4.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date.
Closing Balance Sheet. Section 2.3.2 Closing Date......................................................Article III Code.............................................................
Closing Balance Sheet. On or before 15 business days after the Closing Date, the Selling Shareholders shall prepare and deliver to Buyer a projected balance sheet of the Company as of the Closing Date (the "Trial Closing Balance Sheet"), which balance sheet shall be based on the pro forma balance sheet of the Company as of June 30, 1998 (the "June 30 Balance Sheet") previously delivered to Buyer by the Company and attached hereto as Exhibit A, prepared in accordance with U.S. generally accepted accounting principles ("GAAP") applied on a basis consistent with those applied in the preparation of the Audited Balance Sheets (as defined in Section 5.6 hereof, except for the elimination of the assets and liabilities being transferred pursuant to Section 4.14 and the absence of footnotes, and shall be presented in a form consistent with the requirements of this Agreement. The Trial Closing Balance Sheet shall be prepared at the Company's cost and expense. Following the Closing, the Selling Shareholders shall cause the Trial Closing Balance Sheet to be audited by BDO Xxxxxxx LLP ("BDO") at the Selling Shareholder's cost and expense, up to a maximum of $17,500. If the cost of such preparation exceeds $17,500 such excess shall be paid by the Buyer. Representatives of Buyer and the Selling Shareholders shall be entitled to participate in and observe the audit of the Trial Closing Balance Sheet, at Buyer's expense, to whatever extent Buyer or the Selling Shareholders may elect. The Company shall cause BDO to make available their working papers to Buyer and the Selling Shareholders upon request. The audited Trial Closing Balance Sheet (the "Audited Closing Balance Sheet") shall be delivered to Buyer and the Selling Shareholders no later than November 30, 1998.
Closing Balance Sheet. Section 2.2.2 Closing Date................................................. Article III (ix) Code......................................................... Introduction Company...................................................... Introduction Company Material Adverse Effect.............................. Section 4.3.3 Company Representatives...................................... Section 8.1.1 Company Stock................................................ Section 2.1 Company Subsidiaries......................................... Section 4.2 Consummation Date............................................ Article III
Closing Balance Sheet. The Administrative Agent shall have received a closing balance sheet of the Borrower dated as of the last day of the month preceding the Closing Date that, after giving effect to the Acquisition, shall not be materially different from the projections previously delivered to the Administrative Agent and otherwise be in form and substance satisfactory to the Administrative Agent.
Closing Balance Sheet. Section 3.2(b)..........................................9
Closing Balance Sheet. Prior to the Closing Date, --------------------- Seller shall prepare and deliver to Buyer a calculation of the Cash Portion of the Purchase Price based on a balance sheet of the relevant items (the "Closing Balance Sheet") dated as of the last day of the month immediately preceding the month in which the Closing occurs. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied and shall reflect Seller's good faith and fair estimate of the specific data as of the date indicated. The Closing Balance Sheet shall be used to make the payment of the Cash Portion of the Purchase Price on the Closing Date. If requested by Buyer, Seller shall also deliver the supporting schedules for such calculation showing, in reasonable detail, each item of Purchased Assets that increases the Cash Portion of the Purchase Price and each item of Assumed Liability that reduces the Cash Portion of the Purchase Price (the "Supporting Schedules").
