Closing Balance Sheet and Closing Statement Sample Clauses

Closing Balance Sheet and Closing Statement. As promptly as practicable, but in any event within forty-five (45) days after the Closing Date, the Buyer will in good faith prepare or cause to be prepared, and will provide to the Seller, a consolidated balance sheet of the Company as of the Balance Sheet Time (the “Closing Balance Sheet”), together with a written statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s proposed determinations of (i) Transaction Expenses, (ii) Transaction Bonus Payments, (iii) Company Indebtedness, (iv) Working Capital and (v) Cash on Hand, in the case of clauses (iv) and (v), as of the Balance Sheet Time as derived from the Closing Balance Sheet in accordance with the definitions thereof and the Accounting Principles. The Closing Balance Sheet and the Closing Statement (a) will be prepared in accordance with the Accounting Principles on a basis and in a manner consistent with the preparation of the Estimated Closing Balance Sheet and the Estimated Closing Statement and (b) will solely be based on facts and circumstances as they exist prior to Closing and disregard (i) any and all effects on the assets and liabilities of the Company as a result of the Contemplated Transactions (including any financing arrangements entered into by the Buyer or any of its Affiliates in connection with the Contemplated Transactions) and (ii) any of the plans, transactions or charges which the Buyer intends to initiate or make or cause to be initiated or made after the Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to the Buyer or any of its assets or liabilities.
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Closing Balance Sheet and Closing Statement. Not later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Seller Representative a balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, prepared in accordance with GAAP, in a manner consistent with the draft balance sheet included on Annex II (the “Closing Date Balance Sheet”), together with a statement setting forth the Company Indebtedness, Cash Amount and Transaction Expenses (the “Closing Statement”). Upon request, Buyer shall provide the Seller Representative with all reasonable supporting documentation in connection with such calculations. The Seller Representative shall have thirty (30) days after delivery of the Closing Date Balance Sheet and Closing Statement to notify Buyer in writing that the Seller Representative disputes the Closing Date Balance Sheet or the Closing Statement, and if no such notice is given within such time period, the Closing Date Balance Sheet and the Closing Statement shall conclusively be deemed final. If the Seller Representative disputes any of the calculations in the Closing Date Balance Sheet or the Closing Statement, Buyer and the Seller Representative shall use commercially reasonable efforts to reconcile such disputes and reach agreement on a final Closing Date Balance Sheet and Closing Statement. In the event Buyer and the Seller Representative are unable to reach agreement on a final Closing Date Balance Sheet and Closing Statement within thirty (30) days following the Seller Representative’s delivery of the dispute notice (the “Resolution Period”), then Buyer and the Seller Representative shall submit the remaining issues in dispute to the Independent Accountant, which firm shall resolve such dispute within thirty (30) days following its appointment, based on the terms of this Agreement and on a single submission of written documents and materials by each of Buyer and the Seller Representative. The Independent Accountant shall have sole authority to interpret accounting terms and definitions pertaining to the resolution of the dispute between Buyer and the Seller Representative arising under this Section 1.9(b); provided, however, that the Independent Accountant shall not make any other legal interpretations and shall only review those unresolved items and amounts specifically set forth in and objected to in the dispute notice. Buyer and the Seller Representative shall cooperate with the Independent Accountant in all respect...
Sample 1
Closing Balance Sheet and Closing Statement. As promptly as practicable, but in any event within sixty (60) days following the Closing Date, [REDACTED] will prepare or cause to be prepared in good faith, and will provide to [REDACTED], a consolidated balance sheet of the Acquired Companies as of the Effective Time (the “Closing Balance Sheet”), together with a written statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s determinations of (i) Working Capital, (ii) Company Indebtedness, (iii) Transaction Expenses and (iv) the Adjusted Base Purchase Price, in each case, as derived from the Closing Balance Sheet in accordance with the Accounting Principles. [REDACTED]
Sample 1
Closing Balance Sheet and Closing Statement. As promptly as practicable following the Closing, but in no event later than thirty days following the Closing Date, the Stockholder (a) shall prepare and deliver to Purchaser (i) the Closing Balance Sheet, (ii) a closing statement (the "Closing Statement") showing the Closing Working Capital and the determination of the Excess Amount or the Deficiency Amount, as the case may be, and (iii) a certificate of the Chief Financial Officer of the Stockholder to the effect that, except as noted in Section 2.3.1, the Closing Balance Sheet has been prepared in accordance with GAAP and fairly presents the financial condition of the Company as of the Closing Date and (b) make available to Purchaser all supporting documentation relating to the Closing Balance Sheet and the Closing Statement. Purchaser shall cooperate with the Stockholder in the preparation of the Closing Balance Sheet and the Closing Statement. Without limiting the generality of the foregoing, Purchaser shall provide the Stockholder and its Representatives with reasonable access, during normal business hours, to the facilities, personnel and accounting records of the Company and its Affiliates, to the extent reasonably necessary to permit the Stockholder to prepare the Closing Balance Sheet and the Closing Statement.
Sample 1
Closing Balance Sheet and Closing Statement. Section 2.3.1 No less than five (5) Business Days prior to the Closing, the Company shall prepare and deliver to Parent an estimated unaudited balance sheet of the Company as of immediately prior to the Effective Time (the “Preliminary Estimated Closing Balance Sheet”), which shall be prepared in good faith and in accordance with GAAP applied on a basis consistent with the preparation of the Interim Balance Sheet, together with a statement setting forth in reasonable detail the Company’s calculation of the Closing Equity Payment and setting forth estimates as of immediately prior to the Effective Time of: (i) Cash; (ii) Indebtedness; (iii) the Closing Working Capital and (iv) the amount that the Working Capital Amount exceeds the Closing Working Capital (if any). The Preliminary Estimated Closing Balance Sheet delivered by the Company in accordance with the preceding sentence shall be subject to Parent’s review and approval (such approval not to be unreasonably withheld, conditioned or delayed), and as so approved by Parent, shall be the “Estimated Closing Balance Sheet.” Following delivery of the Preliminary Estimated Closing Balance Sheet, the Company shall provide Parent and its advisors reasonable access to the relevant books and records and employees of the Company in connection with the Parent’s review of the Preliminary Estimated Closing Balance Sheet.
Sample 1
Closing Balance Sheet and Closing Statement. As promptly as practicable following the Closing Date, but in no event later than thirty days following the Closing Date, the Sellers' Representative (a) shall prepare and deliver to the Buyer (i) the Closing Balance Sheet, (ii) a statement (the "Closing Statement") showing the Closing Net Equity, the determination of the Deficiency Amount, if any, and a calculation of the Purchase Price, and (iii) a certificate to the effect that the Closing Balance Sheet has been prepared in accordance with GAAP and fairly presents the financial condition of the Company as of the Closing Date and (b) make available to the Buyer all supporting documentation relating to the Closing Balance Sheet and the Closing Statement. The Buyer and the Sellers shall cooperate with the Sellers' Representative in the preparation of the Closing Balance Sheet and the Closing Statement. The Buyer and the Company shall provide the Sellers' Representative with reasonable access, during normal business hours, to the facilities, personnel and accounting records of the Company, to the extent reasonably necessary to permit the Sellers' Representative to prepare the Closing Balance Sheet and the Closing Statement.
Sample 1

Related to Closing Balance Sheet and Closing Statement

  • 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 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.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • 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.

  • 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.

  • 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.

  • Seller Financial Statements Attached hereto as Schedule 5.10 are (i) the consolidated balance sheet of Seller as of December 31, 1997, and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 (collectively, the "Seller Financial Statements"); and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28, 1998 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two (2) month period ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." Seller Financial Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result in a Material Adverse Effect on Seller) and lack of footnotes thereto.

  • 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.

  • 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).

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