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. (a) Within ninety (90) days after the Closing, Purchaser shall provide to Seller (i) a balance sheet of the Business based upon the Purchased Assets and Assumed Liabilities as of the Closing Date (the “Final Closing Balance Sheet”); and (ii) a statement (the “Closing Statement”) setting forth Purchaser’s calculation of (A) the Net Working Capital as reflected on the Final Closing Balance Sheet (the “Final Net Working Capital Calculation”); (B) the Net Capital Expenditure Amount (the “Final Net Capital Expenditure Amount Calculation”); (C) the Assumed Equipment Note Debt reflected on the Final Closing Balance Sheet (the “Final Assumed Equipment Note Debt”) and (D) the Final Closing Cash Purchase Price based thereon.
(b) Within thirty (30) days after the Final Closing Balance Sheet and the Closing Statement are delivered to Seller pursuant to Section 2.6(a), Seller shall complete its examination thereof and shall deliver to Purchaser either (i) a written acknowledgement accepting the Final Closing Balance Sheet and the Closing Statement; or (ii) a written report setting forth in reasonable detail any proposed adjustments to the Final Closing Balance Sheet and the Closing Statement (“Adjustment Report”). If Seller fails to respond to Purchaser within such thirty (30) day period, Seller shall be deemed to have accepted and agreed to the Final Closing Balance Sheet and the Closing Statement (and the calculations thereon) as delivered pursuant to Section 2.6(a). During such thirty (30) day period, Purchaser shall provide to Seller reasonable access to the appropriate personnel, accountants, financial books and records of Purchaser and the Company, as well as any additional relevant information and work papers as it may reasonably request, to enable it to properly evaluate the Final Closing Balance Sheet and Closing Statement.
(c) In the event Seller and Purchaser fail to agree on any of Seller’s proposed adjustments contained in the Adjustment Report within thirty (30) days after Purchaser receives the Adjustment Report, then Seller and Purchaser agree that the Independent Auditors shall make the final determination with respect to the correctness of the proposed adjustments in the Adjustment Report in light of the terms and provisions of this Agreement. Purchaser and Seller shall use their commercially reasonable efforts to cause the Independent Auditors to resolve all disagreements as soon as practicable, but in any event within sixty (60) days after submissio...
Closing Balance Sheet. Section 2.3.2 Closing Date....................................................Article III Code...........................................................
Closing Balance Sheet. Seller shall deliver to Purchaser the Closing Balance Sheet.
Closing Balance Sheet. Within thirty (30) days after the Closing Date, Purchaser shall deliver to Seller the Closing Balance Sheet, which shall be prepared in accordance with generally accepted accounting principles and in the same manner as the Reference Balance Sheet, except that Seller's inventory shall be valued in the manner set forth in Section 1.9 and other adjustments related to allowance for doubtful accounts, warranty reserves and other similar adjustments. The Closing Balance Sheet and the calculation of the Purchase Price Adjustment based thereon shall be valid and binding upon the parties unless Seller notifies Purchaser in writing of any dispute with respect thereto within thirty (30) days following the delivery thereof. Seller shall have full access to all financial records and transaction details of Purchaser in order to review the values reflected on the Closing Balance Sheet as prepared by Purchaser. If Seller and Purchaser are unable to resolve any dispute with respect to the Closing Balance Sheet within ten (10) days following delivery of Seller's written notice to Purchaser thereof, the dispute shall be submitted for resolution to a Certified Public Accounting firm mutually agreed upon by the parties hereto, or in default of such Agreement, to be selected by Agreement of each of the parties' independent Public Accountants (the "Evaluator"). The Evaluator shall act as an expert and not as an arbitrator to determine any such disputes based solely on presentations by Purchaser and Seller and not by independent review. The Evaluator's determination shall be made within twenty (20) days after the submission of the dispute, shall be in accordance with this Agreement, shall be set forth in writing and shall be final and binding on the parties. Purchaser and Seller shall each pay one- half of the fees and expenses of the Evaluator. Purchaser and Seller shall pay their own costs incurred in preparing or reviewing the Closing Balance Sheet and preparing presentations for the Evaluator.
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 Shareholders’ Equity. Parent shall have an opportunity to review and comment on the Closing Balance Sheet prior to the Closing Date.
Closing Balance Sheet. (a) Within 45 days following the Closing Date, 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 Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP and audited in accordance with Canadian generally accepted auditing standards consistent with the accounting policies, practices and procedures for the Vendor used in the preparation of the Financial Statements, except as may otherwise be required pursuant to this Article II and shall be audited by PriceWaterhouseCoopers, Toronto in accordance with Canadian generally accepted auditing principles 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, Toronto and appropriate representatives of the Vendor during the preparation and audit of the Closing Balance Sheet. The Closing 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 of the Purchased Assets; and (y) shall reflect all required audit adjustments for known errors exceeding $25,000, in the net aggregate amount, as determined by PricewaterhouseCoopers, Toronto in order that the Closing Balance Sheet will comply with GAAP. The cost of preparing the Closing Date Balance Sheet shall be borne by the Vendor.
(b) The Closing Balance Sheet shall set forth a calculation of Net Assets together with the report thereon of PricewaterhouseCoopers, Toronto.
(c) Following the delivery of the Closing Balance Sheet to the Vendor and the Purchaser and the execution by the Purchaser and Vendor of standard indemnity releases in favour of PricewaterhouseCoopers, Toronto, the Vendor shall provide the Purchaser with access to the working papers of PricewaterhouseCoopers, Toronto relating thereto.
(d) In the event that the Purchaser objects in writing (stating with reasonable specificity the reasons for its objections) within 10 Business Days following receipt of the Closing Balance Sheet and PricewaterhouseCoope...
Closing Balance Sheet. (i) On or prior to the Closing Date, the Stockholders and Buyer shall jointly prepare a pro forma consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (as defined in Section 3) (the "Pro Forma Closing Balance Sheet"), in accordance with generally accepted accounting principles ("GAAP") consistently applied and compiled in accordance with the Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants (the "Standards").
(ii) Within sixty (60) days after the Effective Date, Buyer with the assistance of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (the "Closing Balance Sheet"), in accordance with GAAP and compiled in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with the Closing Balance Sheet. Each Stockholder shall have a period of twenty (20) days after the notice from the Buyer within which to give notice to Buyer that he either (i) accepts the Closing Balance Sheet or (ii) disputes the Closing Balance Sheet, including a statement in reasonable detail of the disputed items. If a Stockholder fails to give notice to Buyer within such twenty (20) day period, he shall be deemed to have accepted the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance Sheet, then Buyer and the Stockholder(s) shall meet as soon as reasonably possible (but in any event within twenty (20) days after notice by the Stockholder(s)) and attempt, in good faith, to resolve the dispute. If the parties are unable to agree upon the Closing Balance Sheet, or any portion thereof, within fifteen (15) days after the parties have commenced resolution of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified public accounting firm (the "Independent Accountants"), whose determination shall be final and binding upon the parties, and whose fees shall be borne equally by the Stockholders and Buyer except, however, that if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholders shall be solely responsible for the fees of the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor of the Stockholders in its entirety, then Buyer shall be solely responsible for ...
Closing Balance Sheet. (1) As soon as practicable after the Closing Date, but no later than the ninetieth (90th) day after the Closing Date, Buyer will deliver to the Members Representative an unaudited final Closing Balance Sheet, as well as its calculations of the final Net Working Capital as of the Accounting Effective Time based on the Closing Balance Sheet, the final Indebtedness as of the Accounting Effective Time based upon the Closing Balance Sheet and the final Cash and Cash Equivalents based upon the Closing Balance Sheet, in each case without giving effect to the Merger or any financing transactions in connection therewith. The Closing Balance Sheet shall be prepared in accordance with GAAP as applied by the Company in the preparation of the Balance Sheet. If the Members Representative objects to Buyer’s calculation of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents, the Members Representative shall within thirty (30) days after receipt thereof notify Buyer of the same in writing, which such notice shall include a description in reasonable detail of the basis of such objection and the Members Representative’s proposed modification of any such calculation. If the Members Representative does not object to any such calculation within such thirty (30)-day period, Buyer’s calculations shall be final, conclusive and binding on the parties.
(2) If Buyer disagrees with all or any portion of the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above, the parties shall confer in an effort to resolve their differences during the fifteen (15)-day period following delivery of such proposed modification by the Members Representative. If Buyer does not object to the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above within fifteen (15) days following the delivery of such proposed modification by the Members Representative, the Members Representative’s proposed modification shall be final, conclusive and binding on the parties.
(3) If, upon completion of such fifteen (15)-day period described in the first sentence of Section 2.1(d)(2) above, Buyer and the Members Representative are unable to resolve their differences, they shall promptly thereafter cause McGladrey & ▇▇...
Closing Balance Sheet. Section 2.2.2 Closing Date.................................................... Article III (ix) Code........................................................ Introduction Company..................................................... Introduction Company Material Adverse Effect............................. Section 4.3.3 Company Representatives..................................... Section 8.1.1