Common use of Closing Balance Sheet Clause in Contracts

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. As promptly as practicable(a) No later than 45 days after the Effective Date, but in any event within 75 days following the Closing, the Purchaser Newco shall deliver to the Seller Buyer a consolidated balance sheet for the Retained Business at the Effective Date after giving effect to the Distribution (but not to the Merger) (the “"Closing Balance Sheet”) "). The Closing Balance Sheet shall be prepared in accordance with respect to generally accepted accounting principles on a basis consistent with the Business as of 11:59 p.m. on the day immediately preceding the Closing Date, together with a certificate of the Purchaser certifying Company Financial Statements (except that the Closing Balance Sheet (i) has will not include any assets or liabilities that have been prepared transferred to or assumed by Newco pursuant to the Distribution Agreement, including without limitation liabilities or reserves in accordance respect of Continuing Claims (as defined in the Distribution Agreement), (ii) will reflect all film contracts as long-term assets and all film contract payables as long-term liabilities, and (iii) will not reflect as current liabilities the Bank Indebtedness (as defined in Section 7.2(e), or the Severance Agreements for Retained Employees specified in Section 6.6). To the extent that the net working capital (current assets less current liabilities) of the Retained Business as shown on the Closing Balance Sheet is more or less than the amount estimated by the chief financial officer of the Company as the net working capital as of the Effective Date pursuant to Section 7.2(e), Buyer shall pay to Newco, or Newco shall pay to Buyer, the amount of such excess or shortfall, respectively, in cash within five days of the earlier to occur of (i) acceptance by Buyer or (ii) the Neutral Auditors' determination. (b) After receipt of the Closing Balance Sheet, Buyer shall have 20 days to review the Closing Balance Sheet, together with U.S. GAAP the workpapers used in the preparation thereof. The parties agree that representatives of Buyer and on a basis substantially consistent with Newco shall be given access to all work papers, books, records and other information related to the preparation of the balance sheet Closing Balance Sheet to the extent required to complete their review of the Business dated as of October 31, 2002 (a copy of which is attached hereto as Exhibit 2.06(a)) (the “Interim Closing Balance Sheet”; . Buyer may dispute items reflected on the date as of which the Interim Closing Date Balance Sheet is prepared being referred to herein as only on the “Interim Balance Sheet Date”) and basis that such amounts were not arrived at in accordance with the other consistent application of accounting principles used in the preparation of the Company Financial Statements; provided, however, that . Unless Buyer delivers written notice to Newco on or prior to the 20th day after Buyer's receipt of the Closing Balance Sheet will specifying in reasonable detail all disputed items and the basis therefor, Buyer shall be deemed to have accepted and agreed to the Closing Balance Sheet. If Buyer so notifies Newco of its objection to the Closing Balance Sheet, Buyer and Newco shall, within 30 days following such notice (wthe "Resolution Period"), attempt to resolve their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive. (c) reflect an accrual If at the conclusion of the full cost Resolution Period there remain amounts in dispute pursuant to paragraph (b) of this Section 6.12, then all amounts remaining in dispute shall be submitted to a firm of nationally recognized independent public accountants who shall not have had a material relationship with Buyer, Newco, or the Company within the past two years (the "Neutral Auditors") and who shall be selected by mutual agreement of Buyer and Newco within 10 days after the expiration of the Business’s reduction in force described in Section 6.07 of Resolution Period. Each party agrees to execute, if requested by 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 1Neutral Auditors, 2003 a reasonable engagement letter. All fees 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.expenses

Closing Balance Sheet. As promptly as practicable, but in any event within 75 (a) Within fifteen (15) 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 after the Closing Date, together with the Company will deliver to the Buyer the Closing Balance Sheet and a certificate of executed by the Purchaser certifying Company’s accounting firm, stating that the Closing Balance Sheet (iwas prepared as provided in Section 1.03(a) has been prepared in accordance with U.S. GAAP and on a basis substantially consistent with setting forth the preparation computation of the balance sheet Net Liabilities as of the Business dated as of October 31, 2002 Closing Date (a copy of which is attached hereto as Exhibit 2.06(a“Net Closing Liabilities”). (b) If Buyer delivers written notice (the “Interim Balance Sheet”; Disputed Items Notice “) to the date as Company within ten (10) days after receipt by the Buyer 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 and certificate referred to above, stating that Buyer objects to any items in the Closing Balance Sheet, specifying the basis for such objection and setting forth Buyer’s computation of the full cost Net Closing Liabilities, the Company and the Buyer will attempt to resolve and finally determine the Net Closing Liabilities as promptly as practicable. If the parties are unable to do so within ten (10) days after delivery of the Business’s reduction Disputed Items Notice, the matter will be resolved by a mutually acceptable nationally recognized independent accounting firm which the parties hereby agree to be _______________________. The fees, costs and expenses of such accounting firm will be borne by the party whose positions generally do not prevail in force described such determination, or if the accounting firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be shared fifty-fifty between the Company and the Buyer. (c) Within five (5) days after the Net Closing Liabilities is determined, the Company shall, pay to the Buyer, the amount, if any, in Section 6.07 cash equal to two-thirds (2/3) of the Disclosure Schedule; (x) not reflect any write up excess 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 Net Closing Liabilities as stated on the Closing Date and (z) continue full fixed assets depreciation for discontinued operations through Balance Sheet over the Closing Date, and (ii) reflects, among other things, an accrual for incentive performance bonuses payable Net Liabilities as determined prior 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 periodClosing.