Closing Date Balance Sheet. The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.
Closing Date Balance Sheet. As soon as reasonably practicable and no later than 30 Business Days after the Closing Date, the Purchaser shall prepare and deliver to the Seller a consolidated balance sheet of the Group as of the close of business on the Closing Date (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with the Accounting Policies.
Closing Date Balance Sheet. Within 60 days after the Closing Date an unaudited balance sheet for the Company shall be prepared as of the Closing Date (the "Closing Date Balance Sheet") by PentaStar and delivered by PentaStar to the Shareholders. The Closing Date Balance Sheet shall be prepared in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar. The Closing Date Balance Sheet shall set forth, in addition to other items required by PentaStar's application of GAAP, the amount, as of the Closing Date, of
Closing Date Balance Sheet. Within ninety (90) days following the Closing Date, the Purchaser shall prepare and deliver to the Sellers’ Representative a balance sheet for the Company as of the close of business on the Closing Date (the “Closing Date Balance Sheet”) and, if the Reference Date is not the same day as the Closing Date, then also a balance sheet for the Company as of the close of business on the Reference Date (the “Reference Date Balance Sheet”) and, based thereon and on other information necessary to make the calculation, a calculation of the amount of (i) both the Reference Date Net Working Capital and any resulting Reference Date Net Working Capital Adjustment (which will be calculated in the manner described herein), (ii) the Reference Date Cash and any resulting Reference Date Cash adjustment (which will be calculated in the manner described herein), (iii) the Reference Date Income Amount and any resulting Reference Date Income Amount adjustment (which will be calculated in the manner described herein), (iv) the Closing Indebtedness and any resulting Closing Indebtedness adjustment (which will be calculated in the manner described herein), (v) the Closing Transaction Expenses and any resulting Closing Transaction Expenses adjustment (which will be calculated in the manner described herein), (vi) the Pre-Closing Tax Obligations and any resulting Pre-Closing Tax Obligations adjustment (which will be calculated in the manner described herein), and (vii) any resulting Closing Cash Payment Adjustment. The Closing Date Balance Sheet and the Reference Date Balance Sheet, if applicable, shall be prepared in accordance with GAAP, consistently applied, and prepared applying the same accounting principles and methodologies used to prepare the most recent balance sheet included in the Reviewed Financial Statements and applying the past practices of the Company (and where GAAP provides for a range of alternatives such past practices shall govern provided they are in accordance with GAAP). Whether or not the date(s) as of which the Closing Date Balance Sheet and the Reference Date Balance Sheet, if applicable, is/are required to be prepared coincides with a fiscal quarter-end or fiscal year-end of the Company, the Parties shall use customary closing procedures for the preparation thereof, including procedures with respect to accounts and adjustments. The Net Working Capital shall be determined in a manner consistent with the illustration set forth in (a) of the Disclosure Schedul...
Closing Date Balance Sheet. Within ninety (90) days after the Closing Date, PainCare or its Affiliate will prepare and deliver to the Member a balance sheet of the Company as of the close of business on the Closing Date prepared in accordance with GAAP (the “Closing Date Balance Sheet”). Within six (6) days after PainCare’s delivery of the Closing Date Balance Sheet to the Member, the Member shall, in a written notice to PainCare, either accept or describe in reasonable detail any proposed adjustments to the Closing Date Balance Sheet and the reasons therefore, and shall include pertinent calculations. If the Member fails to deliver notice of acceptance or objection to the Closing Date Balance Sheet within such six (6) day period, the Member shall be deemed to have accepted the Closing Date Balance Sheet. Except in the case of a dispute with respect to the Closing Date Balance Sheet, within seven (7) days after delivery of the Closing Date Balance Sheet (the “Adjustment Payment Date”), the Member shall pay the Other Net Equity Adjustment to PainCare in cash. In the event that PainCare and the Member are not able to agree on the Closing Date Balance Sheet within thirty (30) days from and after the receipt by PainCare of any objections raised by the Member, then either Party shall each have the right to require that such disputed determinations be submitted to an independent certified public accountant or accounting firm that PainCare shall select, for computation or verification in accordance with the provisions of this Agreement, and the Other Net Equity Adjustment shall be paid by the Member to PainCare within five (5) days after receipt of the accountant’s computation or verification. The foregoing provisions for certified public accounting firm review shall be final and binding upon the Parties and there shall be no right of appeal from such decision. Such accounting firm’s fees and expenses for such disputed determination shall be borne by the Party whose determination has been modified by such accounting firm’s report or by all Parties in proportion to the relative amount each Party’s determination has been modified. Any payments due under this Section 3.3 shall bear interest at eight percent (8%) per annum from the Adjustment Payment Date.
Closing Date Balance Sheet. No later than thirty (30) days following the Closing, each Seller shall provide to Buyer a balance sheet dated as of the Closing Date, which sets forth Buyer's accounts receivable, accounts payable, and deferred or unearned revenue with respect to the Business, in each case as determined in accordance with GAAP and consistent with such Seller's prior practices.
Closing Date Balance Sheet. The Company shall prepare and deliver to Parent prior to Closing (i) an unaudited consolidated balance sheet of the Company as of the last business day of the most recently completed full month ending immediately preceding the Closing Date (or, if the Closing Date is before the 15th day of the month, as of the last business day of the month immediately preceding the most recently completed full month ending immediately preceding the Closing Date), which balance sheet shall be prepared in accordance with GAAP (except as permitted by Form 10-Q of the SEC) and on a basis consistent with the unaudited balance sheets of the Company included in the SEC Documents and shall fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the date thereof, and (ii) the Company's best estimate (using actual data through at least the end of the third business day immediately preceding the Closing Date) of closing account information for all line items that would appear on a consolidated balance sheet of the Company other than deferred revenue and line items relating to stockholders' equity (deficit) as of the business day immediately preceding the Closing Date. The Company shall provide to Parent any information and back-up materials (including bank account information) reasonably requested by Parent with respect thereto.
Closing Date Balance Sheet. The Shareholders will cause a balance sheet as of the Closing Date to be delivered to DAH within a reasonable time after the Closing Date (the "Closing Date Balance Sheet") which shall be true, correct and complete, shall have been prepared from and are in accordance with the books and records of AI and shall have been prepared in conformity with generally accepted accounting principles applied on a consistent basis for such periods using an accrual basis method, and fairly present the financial condition of AI as of the date stated on such dates in accordance with such practices.
Closing Date Balance Sheet. Borrower shall have delivered to Lender a consolidated pro forma balance sheet of Borrower as of the Closing Date, giving effect to the Acquisition and the transactions contemplated by this Agreement, the other Related Documents and the Acquisition Agreements.
Closing Date Balance Sheet. The Company shall prepare and deliver to Parent, at least three (3) business days prior to the Closing Date, the Closing Date Balance Sheet.
