Preparation of Closing Date Balance Sheet. (a) Within forty-five (45) days after the Closing Date, the Purchaser will deliver to the Seller a draft consolidated balance sheet (the "Draft Closing Date Balance Sheet") for the Company as of the close of business on the Closing Date (determined on a pro forma basis as though the parties had not consummated the Transactions) and prepared in accordance with the Agreed Upon Procedures.
Preparation of Closing Date Balance Sheet. (i) Within 90 days after the Closing Date, Purchaser will prepare and deliver to Seller a draft balance sheet (the "Draft Closing Date Balance Sheet") for the Company as of the close of business on the Closing Date and a computation and determination of Net Working Capital and the Adjusted Merger Consideration in accordance with the provisions of this Section 2(e). Purchaser will prepare the Draft Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements, through full application of the procedures used in preparing the most recent audited balance sheet included within the Financial Statements. (ii) If Seller has any objection to the Draft Closing Date Balance Sheet, he will deliver a detailed statement describing his objections to Purchaser within 30 days after receiving the Draft Closing Date Balance Sheet. Purchaser and Seller will use reasonable efforts to resolve any such objections. If the Parties do not obtain a final resolution within 30 days after Purchaser has received the statement of objections, however, Purchaser and Seller will select an accounting firm mutually acceptable to them to resolve any remaining objections. If Purchaser and Seller are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. Purchaser will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2(e)(ii). The "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 2(e)(ii). The "Adjusted Merger Consideration" shall mean the Preliminary Merger Consideration, together with any revisions thereto pursuant to this Section 2(e), including the determination of the Accountant. (iii) In the event the Parties submit any unresolved objections to an accounting firm for resolution as provided in Section 2(e)(ii) above, Purchaser and Seller will share equally the responsibility for the fees and expenses of the accounting firm. (iv) Purchaser will make the work papers and back-up materials used in preparing the Draft Closing Date Balance Sheet, and the books, records, and financial staff of the ...
Preparation of Closing Date Balance Sheet. (i) Within sixty (60) days after the Closing Date, Purchaser Representative will prepare and deliver to Seller Representative draft balance sheets for the Companies as of the close of business on the Closing Date (determined on a pro forma basis as though the parties had not consummated the transactions contemplated by this Agreement) (the “Draft Closing Date Balance Sheet”) together with Purchaser Representative’s calculation of (A) the DBC Net Book Value with respect to DBC and
Preparation of Closing Date Balance Sheet. As soon as practicable after the Closing, and in any event within twenty (20) days following the Closing Date, Seller shall prepare (and Buyer shall cooperate with Seller) the Closing Date Balance Sheet setting forth the current assets and current liabilities for HBI and the HBI Subsidiaries on a consolidated basis (excluding the Excluded Items and any amounts relating to the Supplemental Executive Retirement Plan for the Chief Executive Officer of HBI referred to in Schedule 4.16(a)) as of the Deemed Date ("Closing Date Working Capital").
Preparation of Closing Date Balance Sheet. (a) Preparation of Draft Closing Date Balance Sheet, Audited Closing Date Balance Sheet and Calculations.
Preparation of Closing Date Balance Sheet. Within sixty (60) days after the Closing Date, Price Waterhouse shall prepare and deliver to the Buyer a consolidated balance sheet for the Company 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 U.S. generally accepted accounting principles ("GAAP"), using the same methods and criteria employed in connection with the preparation of the Company's December 31, 1994, consolidated balance sheet ("Latest Year-End Balance Sheet").
Preparation of Closing Date Balance Sheet. (i) Within 30 days after the Closing Date, Buyer will prepare and deliver to Seller a draft balance sheet (the "Draft Closing Date Balance Sheet") for Seller as of the close of business on the Closing Date setting forth, inter alia, Accounts Receivable, inventory, and trade accounts payable of the Business (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement). Buyer will prepare the Draft Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.
Preparation of Closing Date Balance Sheet. (1) Draft Closing Date Balance Sheet. Promptly after the Closing Date, the Vendor shall prepare a draft of the Closing Date Balance Sheet and a draft calculation of Closing Date Excess Capital, which shall be delivered to the Purchaser no later than the 90th day following the Closing Date.
Preparation of Closing Date Balance Sheet. (a) Draft Closing Date Balance Sheet
Preparation of Closing Date Balance Sheet. 2.3.1 As soon as practicable after the Time of Closing, and in any event within 60 days after the Closing Date, the Purchasers shall prepare and deliver (such delivery to be from the Vice-President, Finance) to the Vendor an unaudited combined balance sheet of the Purchased Entities as at the Closing Date (the "Closing Date Balance Sheet"), together with a statement (the "Final Closing Working Capital Statement") setting out the Net Working Capital as at the Closing Date, all prepared in accordance with generally accepted accounting principles applied on a basis consistent with the Financial Statements. 2.3.2 The Closing Date Balance Sheet and the Final Closing Working Capital Statement shall be final and binding upon the Parties unless before the fifteenth Business Day after the date on which the Closing Date Balance Sheet and the Final Closing Working Capital Statement are delivered to the Vendor, the Vendor gives to the Purchasers a notice of objection to any matter stated in the Closing Date Balance Sheet or the Final Working Capital Statement. 2.3.3 If the Vendor gives a notice of objection pursuant to Section 2.3.2, then the Vendor and the Purchasers shall consult with each other with respect to the objection. If they are unable to reach agreement within 10 Business Days after the notice of objection has been given, then the dispute shall be referred to the Independent Auditor. The Independent Auditor shall be requested to deliver its determination of the amount of Net Working Capital within 20 Business Days following referral of the matter to the Independent Auditor and the decision of the Independent Auditor as to the Net Working Capital shall be final and binding on both parties. The fees and expenses of the Independent Auditor shall be borne fifty percent (50%) by the Vendor and fifty percent (50%) by the Purchasers.
