Closing Balance Sheet Clause Samples
The Closing Balance Sheet clause defines the requirement to prepare a final statement of a company's financial position as of the closing date of a transaction, such as a merger or acquisition. This balance sheet typically details the assets, liabilities, and equity of the business at the moment ownership is transferred, and may be prepared by the seller, buyer, or an independent accountant. Its core practical function is to provide an agreed-upon financial snapshot that serves as the basis for post-closing adjustments, ensuring both parties have a clear and accurate understanding of the company's value at closing.
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Closing Balance Sheet. (a) As promptly as practicable, but no later than ninety (90) days, after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and the Subsidiaries, which shall present the consolidated financial position of the Company and the Subsidiaries as of the close of business on the day prior to the Closing Date in accordance with the Accounting Policies (the “Closing Balance Sheet”) and shall include line items consistent with those in the Company Balance Sheet and (ii) a calculation of the actual (A) Working Capital (the “Closing Working Capital”), (B) Cash (the “Closing Cash”), and (C) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Working Capital and Closing Cash determined as of the close of business on the day prior to the Closing Date and without giving effect to the transactions contemplated herein and Closing Transaction Expenses determined as of the Closing, giving effect to the transactions contemplated herein. All calculations of Closing Working Capital, Closing Cash and Closing Transaction Expenses shall be accompanied by a certificate of a duly authorized officer of Buyer certifying that such estimates have been calculated in accordance with this Agreement and the Accounting Policies, to the extent applicable.
(b) The Final Closing Statement shall become final and binding on the thirtieth (30th) day following delivery thereof, unless prior to the end of such period, Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Working Capital, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. Seller shall be deemed to have agreed with all items and amounts of Closing Working Capital, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.04(c).
(c) During the fifteen (15) day period following delivery of a Notice of Disagreement by Seller to Buyer, the parties shall use their commercially reasonable efforts to reach agreement on the disputed items with respect to the computation of the Closing Working Capital, Closing Cash and/or Closing Transaction Expenses as specified therein. Any dispu...
Closing Balance Sheet. Not later than ninety (90) days after the Closing, Buyer shall deliver to Seller a balance sheet of the Companies (in the aggregate) as of the close of business on the Closing Date (the "Closing Balance Sheet") prepared in accordance with generally accepted accounting principles consistently applied ("GAAP") but reflecting the same adjustments, exclusions or other modifications or deviations from GAAP as are reflected in the Balance Sheets of the Companies. Following delivery of the Closing Balance Sheet, Buyer shall provide to Seller, for purposes of reviewing such balance sheet, reasonable access during normal business hours to the books and records of the Companies relating to the Closing Balance Sheet and the workpapers of Buyer's accountants used in the preparation of the Closing Balance Sheet. Seller shall have sixty (60) days following delivery to Seller of the Closing Balance Sheet during which to notify Buyer of any dispute of any item contained in the Closing Balance Sheet, which notice shall be in writing and shall set forth in reasonable detail the basis of such dispute. If Seller either (i) fails to notify Buyer of any such dispute within such 60-day period or (ii) Seller acknowledges to Buyer in writing that the Closing Balance Sheet is accurate, then the Closing Balance Sheet shall be deemed final, binding and conclusive on the parties. In the event that Seller shall notify Buyer of any dispute, Buyer and Seller shall cooperate in good faith to resolve such dispute. In the event that the parties are unable to resolve any dispute regarding the Closing Balance Sheet within (30) days after delivery of Seller's notice (or such longer period as the parties may hereafter agree), such dispute shall be resolved by an independent public accounting firm mutually agreed to by Buyer and Seller (the "Independent Accounting Firm"). If Buyer and Seller cannot mutually
Closing Balance Sheet. As promptly as practicable, but in any event within 75 days following the Closing, the Purchaser shall deliver to the Seller a balance sheet (the "Closing Balance Sheet") with respect to the Business as of 11:59 p.m. on the day immediately preceding the Closing Date, together with a certificate of the Purchaser certifying that the Closing Balance Sheet (i) has been prepared in accordance with U.S. GAAP and on a basis substantially consistent with the preparation of the balance sheet of the Business dated as of October 31, 2002 (a copy of which is attached hereto as Exhibit 2.06(a)) (the "Interim Balance Sheet"; the date as of which the Interim Balance Sheet is prepared being referred to herein as the "Interim Balance Sheet Date") and the other Financial Statements, and (ii) reflects, among other things, an accrual for incentive performance bonuses payable to employees of the Pershing Companies with respect to the period commencing on January 1, 2003, and ending on the Closing Date that is consistent with the past practice of the Business and, in any event (x) with respect to those employees with the title of vice president or more senior, at least equal to that calculated for such employees for such period in accordance with the calculation set forth in Exhibit 2.06(b), and (y) with respect to such employees with the title of assistant vice president or more junior, at a rate equal to at least $1.5 million per month (or portion thereof) during such period.
Closing Balance Sheet. Section 2.2.2 Closing Date.................................................Article III Code........................................................
Closing Balance Sheet. (ai As promptly as practicable, but no later than 60 days, after the Closing Date, Buyers will cause to be prepared and delivered to Seller the Closing Balance Sheet, together with an unqualified report of KPMG LLP thereon, and a certificate based on such Closing Balance Sheet setting forth Buyers' calculation of Closing Stockholder's Equity. The Closing Balance Sheet (the "CLOSING BALANCE SHEET") shall (x) fairly present the consolidated financial position of the Companies and the Subsidiaries as at the close of business on June 30, 1999 in accordance with GAAP, (y) include line items substantially consistent with those in the Balance Sheet and (z) include a restructuring charge of $991,000 less the portion thereof expensed between April 1, 1999 and June 30, 1999. "CLOSING STOCKHOLDER'S EQUITY" means the consolidated stockholder's equity of the Companies and the Subsidiaries as shown on the Closing Balance Sheet, with the following adjustments: (i) less all assets that in accordance with GAAP would be classified as intangible assets, including, without limitation, goodwill, patents, trademarks, deferred expenses and unamortized debt discount, (ii) plus $820,000, and (iii) excluding (A) the effect (including the Tax effect) of the Section 338(h)(10) Election and any act, event or transaction occurring after June 30, 1999 and not in the ordinary course of business of the Companies or any Subsidiary, (B) any provision for assets or liabilities attributable to UK corporate taxes, Federal Taxes or Other Combined Taxes, (C) any provision for contingent Tax liabilities, (D) any provision for deferred income taxes reflecting either differences between the treatment of items or amounts for accounting and income tax purposes or carryforwards and (E) 50% of any currency translation adjustment. For purposes of illustration only, Schedule 2.03(a)(i) demonstrates the manner in which Closing Stockholder's Equity would have been calculated if the effective date of the Closing Balance Sheet had been April 30, 1999. In making such examination, KPMG shall solely review the numbers reflected on the Closing Balance Sheet to arrive at the Closing Balance Sheet. It shall make no adjustment to the Closing Balance Sheet of the Companies based on a difference of opinion with Seller or the Companies regarding the collectibility of bad debts, the condition or useful life of any asset, the collectibility of any accounts receivable, the age or obsolescence of inventory, or any account...
Closing Balance Sheet. Section 6.18(a) Closing Date.........................................................Section 3.1
Closing Balance Sheet. Prior to the Closing Date, the Company shall deliver to Parent a consolidated balance sheet for the Company and the Company Subsidiaries as of the last day of the month preceding the Closing Date, or as of three Business Days prior to the Closing Date if the Closing Date is a day that is more than three Business days following the last day of the preceding month, prepared in conformity with past practices and policies of the Company and the Company Subsidiaries, and in accordance with GAAP applied on a basis consistent with the preparation of the Interim Financial Statements (the “Closing Balance Sheet”), together with a calculation of the Consolidated Stockholders Equity. Parent shall have an opportunity to review and comment on the Closing Balance Sheet prior to the Closing Date.
Closing Balance Sheet. As promptly as practicable, but in any event within 75 days following the Closing, the Purchaser shall deliver to the Seller a balance sheet (the “Closing Balance Sheet”) with respect to the Business as of 11:59 p.m. on the day immediately preceding the Closing Date, together with a certificate of the Purchaser certifying that the Closing Balance Sheet (i) has been prepared in accordance with U.S. GAAP and on a basis substantially consistent with the preparation of the balance sheet of the Business dated as of October 31, 2002 (a copy of which is attached hereto as Exhibit 2.06(a)) (the “Interim Balance Sheet”; the date as of which the Interim Balance Sheet is prepared being referred to herein as the “Interim Balance Sheet Date”) and the other Financial Statements; provided, however, that the Closing Balance Sheet will (w) reflect an accrual of the full cost of the Business’s reduction in force described in Section 6.07 of the Disclosure Schedule; (x) not reflect any write up of the value of the Business’s NYSE seats to market; (y) reflect the accrual of the Seller’s Savings Plans contributions relating to the Employees (wherever located) for the period beginning on January 1, 2003 and ending on the Closing Date and (z) continue full fixed assets depreciation for discontinued operations through the Closing Date, and (ii) reflects, among other things, an accrual for incentive performance bonuses payable to employees of the Pershing Companies with respect to the period commencing on January 1, 2003, and ending on the Closing Date that is consistent with the past practice of the Business and, in any event (x) with respect to those employees with the title of vice president or more senior, at least equal to that calculated for such employees for such period in accordance with the calculation set forth in Exhibit 2.06(b), and (y) with respect to such employees with the title of assistant vice president or more junior, at a rate equal to at least $1.5 million per month (or portion thereof) during such period.
Closing Balance Sheet. Section 2.2.2 (vii) Closing Date.............................................. Article III Code...................................................... Introduction Company................................................... Introduction Company Material Adverse Effect........................... Section 4.3.3 Company Representatives................................... Section 8.1.1