Effective Date Balance Sheet. Effective Date Balance Sheet has the ---------------------------- meaning set forth in Section 2.6(b).
Effective Date Balance Sheet. 1.5 Earnings Treatment
Effective Date Balance Sheet. The Effective Date Balance Sheet shall be prepared by the Company in accordance with GAAP, except as noted on Schedule 1.4. Such Schedule 1.4 shall specify whether and to what extent the scheduled deviations from GAAP shall impact the financial information included in the Effective Date Balance Sheet, but shall not otherwise affect the Effective Date Balance Sheet or be included in the calculation of the Modified Tangible Net Worth of the Company. Buyer shall have reasonable input into the preparation and verification of such Effective Date Balance Sheet. The Company and the Members shall promptly deliver a copy of the Effective Date Balance Sheet to Buyer after the completion thereof, but not less than two (2) business days prior to the Closing.
Effective Date Balance Sheet. As soon as practical (and in no event later than 60 days after the Closing Date), Buyer shall cause to be prepared and delivered to the Sellers (i) a balance sheet for the Company dated as of the Effective Date (the "Effective Date Balance Sheet"), and (ii) a calculation of the Purchase Price Adjustment, including such schedules and data as may be appropriate to support such calculation. The Effective Date Balance Sheet shall be an audited statement prepared by Buyer's accountants, Deloitte & Touche LLP. The Sellers and their accountants shall be entitled to review the Effective Date Balance Sheet, Buyer's calculations of the Purchase Price Adjustment, and any working papers, trial balances and similar materials relating to the Effective Date Balance Sheet prepared by Buyer or its accountants. Buyer shall also provide Sellers and their accountants with timely access, during Buyer's normal business hours, to Buyer's personnel, properties, books and records to the extent related to the determination of the Purchase Price Adjustment.
Effective Date Balance Sheet. Within forty-five (45) days after the Closing Date, Sellers shall deliver to Buyers the unaudited consolidated balance sheet of the Company and the Subsidiaries dated as of the Effective Date reflecting the transfer of the Transferred Assets and the assumption of the Transferred Liabilities prepared in accordance with generally accepted accounting principles, which are applied on a basis consistent to that of the preceding fiscal year, including the disclosure of material liabilities and material obligations that would normally be reflected on such balance sheet (the "Effective Date Balance Sheet"). The Sellers shall engage Ernst & Young, L.L.P. ("E&Y") to perform procedures agreed to by Buyers and Sellers, which will be in accordance with generally accepted auditing standards to specified elements, accounts or items of the Effective Date Balance Sheet. The Sellers will deliver E&Y's Statement of Factual Findings to Buyer along with the Effective Date Balance Sheet.
Effective Date Balance Sheet. Within 15 days after the Closing, CDS shall deliver to SDRC the Effective Date Balance Sheet, prepared in accordance with Section 2.2. Upon delivery of the Effective Date Balance Sheet by CDS, the net tangible book value shown thereon shall be not less than $2,000,000 and, to the knowledge of CDS at such time, shall fairly present the net tangible book value of the Acquired CDS Business and shall otherwise be accurate in all material respects.
Effective Date Balance Sheet. (a) Within sixty (60) days after the Closing Date, Purchaser will prepare and deliver to Seller a balance sheet of Company as of the Effective Time (the "Effective Date Balance Sheet"). The Effective Date Balance Sheet will be prepared utilizing United States generally accepted accounting principles ("GAAP") consistent with past practices, accounting principles and the policies and procedures specified on Schedule 1 hereto (the "Procedures"). Purchaser will ---------- retain KPMG LLP (the "Auditing Firm") to audit the Effective Date Balance Sheet and to render its report thereon, as addressed to Purchaser and Seller, stating that the Effective Date Balance Sheet has been prepared in accordance with the terms of this Section 1.6(a) and setting forth Working Capital Shortfall (as defined in Section 1.6(e)) and the Excess Debt Amount (as defined in Section 1.6(e)), if any. Such report of the Auditing Firm will be delivered by Purchaser to Seller together with the Effective Date Balance Sheet. The date on which the Effective Date Balance Sheet, and the report thereon of the Auditing Firm is received by Seller is referred to herein as the "First Delivery Date." Purchaser shall be responsible for all fees of Auditing Firm relating to the preparation of the Effective Date Balance Sheet.
Effective Date Balance Sheet. (a) Prior to December 31, 1998, the Vendor and the Purchaser shall participate in the preparation of and shall cause their respective employees to participate in the preparation of, and the Vendor shall deliver to the Purchaser, the Effective Date Balance Sheet. The Effective Date Balance Sheet shall be prepared and audited in accordance with Canadian generally accepted accounting principles consistent with the accounting policies, practices and procedures for the Vendor, except as may otherwise be required pursuant to this Article 2 and shall be audited by PricewaterhouseCoopers (Toronto) ("PricewaterhouseCoopers"), in accordance with Canadian generally accepted auditing standards and accompanied by a written opinion thereon. Each of the Purchaser and the Vendor shall have the right to consult, at reasonable times and with reasonable notice, with PricewaterhouseCoopers and appropriate representatives of the Vendor during the preparation and audit of the Effective Date Balance Sheet. The Effective Date Balance Sheet (x) shall be prepared without regard to (A) any effect from the closing of the transactions contemplated hereby or any financing relating thereto, (B) the Purchaser's existing or future plans to modify or adjust the business, operations or accounting practices of the Purchased Business after the Closing Time, or (C) adjustments relating to the recording of the disposition by the Vendor; and (y) shall reflect all required audit adjustments exceeding $10,000.00, in the net aggregate amount, as determined by PricewaterhouseCoopers to be necessary in order that the Effective Date Balance Sheet will comply with Canadian generally accepted accounting principles on a basis consistent with such prior accounting policies, practices and procedures. The cost of preparing the Effective Date Balance Sheet shall be borne by the Vendor.
Effective Date Balance Sheet. The interim financial balance sheet of MT as of the Effective Date prepared by MT and audited by Ernst & Young AG, Wirtschaftsprüfungsgesellschaft Hamburg (see Clauses 2.2(a) and 2.2(b)).
Effective Date Balance Sheet. (a) Immediately upon signing of this Agreement, the Purchaser shall ensure that MT prepares an interim financial balance sheet as per the Effective Date in accordance with German GAAP ensuring that such rules are applied in a manner consistent with past policies, procedures and practices used to create the financial statements of MT as per 31 December 2006 and 31 December 2005. The interim financial balance sheet shall be prepared on a going concern basis disregarding (i) the transaction contemplated herein or any effects resulting there from or the announcement thereof as well as (ii) any costs related to the integration of MT into the Hxxxxx’x Group (meaning all companies affiliated to Hxxxxx in the sense of Sections 15 et seq. of the German Stock Corporation Act).
