Delivery of Closing Balance Sheet. Seller will use its reasonable best efforts to cause to be prepared and delivered to Buyer within 45 days after the Closing Date (instead of within 60 days after the Closing Date) the Closing Balance Sheet and a schedule based on such Closing Balance Sheet setting forth Seller’s calculation of (i) Closing Stockholders Equity, (ii) the Purchase Price, (iii) Closing Repayable Debt and (iv) the Total Closing Payment.
Delivery of Closing Balance Sheet. (a) No later than ten Business Days prior to the Closing Date, Sellers shall deliver to Purchaser a copy of the audited balance sheet of Sellers (the "Closing Balance Sheet") as of the Balance Sheet Date, together with the notes thereto, accompanied by the reports thereon of Deloitte & Touche LLP, independent public accountants, or another "Big Five" independent accounting firm. The Closing Balance Sheet, together with the notes thereto, shall be prepared in accordance with GAAP applied on a consistent basis throughout the year covered thereby (except to the extent disclosed therein or required by changes in GAAP), and shall present accurately (x) the information purported to be presented therein and (y) the financial position of Sellers as of the Closing Balance Sheet Date and for the year then ended. Reserves shall be reflected on the Closing Balance Sheet against assets in amounts that have been established on a basis consistent with past practice and in accordance with GAAP. There shall be no changes in reserves of the Sellers since the Closing Balance Sheet Date other than changes in such reserves consistent with past practice in amounts not in the aggregate material.
Delivery of Closing Balance Sheet. The Buyer shall have received the Estimated Closing Balance Sheet pursuant to Section 2.4 herein.
Delivery of Closing Balance Sheet. As soon as practicable following the Closing Date, the Purchaser shall prepare and deliver to the Companies a combined balance sheet (the "Closing ------- Balance Sheet") of the Business reflecting the financial position of the ------------- Business as of the close of business on the Closing Date and a statement (the "Final Net Working Capital Statement") setting forth the computation of the ------------------------------------ Final Net Working Capital as of the close of business on Closing Date, which statement shall be prepared in accordance with GAAP applied on a basis consistent with the Audited Balance Sheet (to the extent that GAAP was properly applied), together with a notice (the "Purchaser's Notice of Adjustment") -------------------------------- setting for its proposed adjustment, if any, of the Purchase Price as contemplated hereby; provided, however, that assets, liabilities, gains, losses, -------- ------- revenues and expenses in interim periods or as of dates other than year-end (which normally are determined through the application of so-called interim accounting conventions and procedures) will be determined, for purposes of the Closing Balance Sheet, through full application of the conventions and procedures used in preparing the Audited Balance Sheet, to the extent such conventions or procedures were applied in accordance with GAAP. As used in this Agreement, the "Final Net Working Capital" shall be determined in accordance ------------------------- with this Section 6.1 and shall mean the total current assets minus the total ----------- current liabilities of the Business set forth on the Closing Balance Sheet (excluding the effect (including the Tax effect) of any act, event or transaction occurring after the Closing on the Closing Date and not in the ordinary course of the Business).
Delivery of Closing Balance Sheet. The Company shall deliver to Buyer the Closing Balance Sheet in a form reasonably acceptable to Buyer, with sufficient back-up detail necessary for Buyer to evaluate the accuracy of the Closing Balance Sheet (including schedules showing aged accounts payable, aged accounts receivable, and documentation verifying all special payment terms).
Delivery of Closing Balance Sheet. Within ninety (90) days following the Closing, Buyer will, in good faith and in accordance with the terms of this Section 2.05, prepare and deliver to Sellers Buyer’s good faith calculation of the Purchase Price based on Buyer’s determination of the actual amounts of Final Cash Equivalents, Final Net Working Capital, Closing Date Sellers Expenses, and actual Final Indebtedness, in each case, of the Company (the “Final Closing Statement”), and a balance sheet of the Company as of the Closing (the “Final Closing Balance Sheet”).
Delivery of Closing Balance Sheet. Buyer shall deliver the Closing Balance Sheet to Comfort Systems within 30 days after the Closing Date. During the period of 30 days after Comfort Systems’ receipt of the Closing Balance Sheet (the “Objection Period”), Buyer (i) shall provide Comfort Systems with complete access to (and, upon Comfort Systems’ reasonable request, copies of), all relevant papers, documents and information used by Buyer in preparing the Closing Balance Sheet and (ii) shall promptly respond in reasonable detail to reasonable inquiries by Seller with respect to such papers, documents and information. If, during the Objection Period, Seller does not deliver to Buyer (A) a written notice stating in reasonable detail Seller’s objection to Buyer’s calculation of the Purchase Price Adjustment and the basis for such objection and (B) a signed statement that includes Seller’s calculation of the Purchase Price Adjustment (collectively, the “Objection Notice”), then the Closing Balance Sheet delivered by Buyer to Comfort Systems shall be conclusive and binding on the parties for purposes of determining the Purchase Price Adjustment.
Delivery of Closing Balance Sheet. As promptly as practicable following the Closing, but in no event later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Sellers a combined unaudited balance sheet of the Xxxxx Entities as of the Closing Date (the "CLOSING BALANCE SHEET"). Except to the extent otherwise disclosed in the Financial Statements, the Closing Balance Sheet shall be prepared in accordance with GAAP applied consistently with the accounting policies and procedures used in the preparation of the Financial Statements. In addition, the accounting policies and procedures set forth in SCHEDULE 2.5 shall be applied. In the event of any inconsistencies between GAAP and the policies and procedures on SCHEDULE 2.5, the policies and procedures on SCHEDULE 2.5 will control. Sellers and Sellers' Auditor shall furnish or cause to be furnished to Buyer (and Buyer's Auditor), such information and assistance relating to the Xxxxx Entities as Buyer reasonably may request in connection with the preparation of the Closing Balance Sheet.
Delivery of Closing Balance Sheet. Within sixty (60) days after the Closing Date, Seller shall cause to be prepared and delivered to Buyer a balance sheet of the Business (the "CLOSING BALANCE SHEET") as of the close of business on the Closing Date, which shall be subject to review on behalf of Buyer by Arthxx Xxxexxxx XXX prior to delivery. The Closing Balance Sheet shall not include any Excluded Assets or Excluded Liabilities and shall be prepared as if the Purchased Assets and Assumed Liabilities were at that time assets and liabilities of Seller rather than having been transferred to Buyer pursuant to this Agreement. The Closing Balance Sheet shall be prepared in accordance with GAAP consistent with the manner in which the Financial Statements were prepared (to the extent consistent with GAAP). In conjunction with delivery of the Closing Balance Sheet, Arthxx Xxxexxxx XXX shall compute Seller's Investment as of the Closing Date and attach a certificate to the Closing Balance Sheet setting forth its calculation of Seller's Investment as of the Closing Date.
Delivery of Closing Balance Sheet. As promptly as practicable, but no later than 45 days after the Closing Date, the Seller will prepare or cause to be prepared, with the assistance of its accountants (the “Seller Accountants”), if desired, and will deliver to the Buyer an unaudited balance sheet of the Company as of the close of business on the Closing Date (the “Closing Balance Sheet”) and a schedule setting forth the calculation of the Closing Net Working Capital (in accordance with the sample calculation of Closing Net Working Capital noted on Exhibit A attached hereto). The Closing Balance Sheet shall give effect to the settlement of intercompany accounts and other transactions contemplated by Section 6.9 and shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) and in a manner that is consistent with the Financial Statements; provided, however, that if the Closing Balance Sheet cannot be prepared both in accordance with GAAP and in a manner that is consistent with the Financial Statements, compliance with GAAP shall be given priority.
