Closing Date Balance Sheet Sample Clauses
The Closing Date Balance Sheet clause defines the requirement for preparing a financial statement that reflects the company's assets, liabilities, and equity as of the closing date of a transaction. Typically, this clause outlines who is responsible for preparing the balance sheet, the accounting standards to be used, and the timeframe for its delivery. It may also specify how disputes over the balance sheet will be resolved. The core function of this clause is to provide both parties with a clear and agreed-upon snapshot of the company's financial position at closing, which is essential for determining final purchase price adjustments and ensuring transparency in the transaction.
POPULAR SAMPLE Copied 11 times
Closing Date Balance Sheet. (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet.
(b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and
(iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for...
Closing Date Balance Sheet. (a) Prior to Closing, the parties will cooperate in preparing a balance sheet dated as of the Closing Date (the "Closing Date Balance Sheet") reflecting the amount by which the value of the Purchased Assets as of the Closing Date exceeds the Assumed Liabilities as of the Closing Date (the "Net Value"). Purchaser and Seller agree that the Closing Date Balance Sheet will be prepared in a manner consistent with the balance sheet as of June 28, 1997 attached hereto as Exhibit A and will reflect an update of the Preliminary Balance Sheet (as defined in Section 3.03(b) below). Purchaser and Seller will endeavor in good faith to resolve any disputes in the determination of the Net Value and the preparation of the Preliminary Balance Sheet and the Closing Date Balance Sheet.
(b) Seller shall take a physical inventory (the "Closing Inventory") of the Divisions as of the last day of the most recent month that is not more than 30 days prior to the Closing Date (or such other date as Seller and Purchaser shall mutually agree) and will prepare a preliminary balance sheet as of the date of the Closing Inventory (the "Preliminary Balance Sheet") reflecting the value of the Purchased Assets and the Assumed Liabilities as of the date of the Preliminary Balance Sheet. Purchaser and its representatives will have the right to participate in the taking of the Closing Inventory. Not less than five days prior to Closing, Seller will deliver a copy of the Preliminary Balance Sheet to Purchaser for its review. Seller and Purchaser will cooperate to determine a method reasonably acceptable to each party to make adjustments to and update the Preliminary Balance Sheet for purposes of preparing the Closing Date Balance Sheet.
Closing Date Balance Sheet. The Lenders shall have received a pro forma consolidated closing balance sheet of the Borrower giving effect to the Merger, the financing therefor and the other transactions contemplated hereby and thereby, dated the Closing Date and reasonably satisfactory to the Lenders.
Closing Date Balance Sheet. Within 90 calendar days after the Closing Date, Purchaser shall deliver to Seller (i) a consolidated balance sheet of the Company as of and
Closing Date Balance Sheet. The Company shall prepare and deliver to Parent prior to Closing (i) an unaudited consolidated balance sheet of the Company as of the last business day of the most recently completed full month ending immediately preceding the Closing Date (or, if the Closing Date is before the 15th day of the month, as of the last business day of the month immediately preceding the most recently completed full month ending immediately preceding the Closing Date), which balance sheet shall be prepared in accordance with GAAP (except as permitted by Form 10-Q of the SEC) and on a basis consistent with the unaudited balance sheets of the Company included in the SEC Documents and shall fairly present in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of the date thereof, and (ii) the Company's best estimate (using actual data through at least the end of the third business day immediately preceding the Closing Date) of closing account information for all line items that would appear on a consolidated balance sheet of the Company other than deferred revenue and line items relating to stockholders' equity (deficit) as of the business day immediately preceding the Closing Date. The Company shall provide to Parent any information and back-up materials (including bank account information) reasonably requested by Parent with respect thereto.
Closing Date Balance Sheet. (a) As soon as reasonably practicable following the Closing Date, the Sellers shall provide to the Board of Directors of the Surviving Corporation an audited consolidated balance sheet of the Empire Companies as of the Closing Date (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be audited by KPMG Peat Marwick LLP and shall be prepared on the same basis (including using the same accounting principles and practices) as the most recent financial statements of the Empire Companies referred to in Section 5.8 hereof. It is understood that the Closing Date Balance Sheet will eliminate intercompany transactions, including without limitations, the loans from Empire-US to Empire-Pacific which are reflected as assets on the balance sheets of Empire-US referred to in Section 5.8 hereof.
(b) If a majority of the Continuing Directors disagree with any aspect of the Closing Date Balance Sheet, they may object to the Closing Balance Sheet in writing, detailing their disagreement (the Dispute Notice). If no Dispute Notice is given to the Sellers within 45 days of the date that the Closing Balance Sheet is furnished to the Continuing Directors, the Closing Balance Sheet shall be deemed final and binding for all purposes under this Agreement. If the Sellers and the majority of the Continuing Directors fail to resolve such dispute within 45 days after the Dispute Notice is given to the Sellers, then such disagreement shall be referred to a "big five" accounting firm selected by a majority of the Continuing Directors for a determination, which shall be final and binding upon the parties hereto for all purposes of this Agreement. Unless consented to by the Sellers, such accounting firm shall not be PriceWaterhouseCoopers LLP.
(c) The Sellers shall bear the cost of preparing the Closing Date Balance Sheet (including the audit thereof); provided, however, that the Surviving Corporation shall pay the fees and expenses of any accounting firm retained pursuant to Section 3.1(b) hereof.
(d) If as of the Closing Date there remains unpaid any costs and expenses that either of the Empire Companies is responsible for pursuant to Section 11.1(a) hereof, then the full amount of such unpaid costs and expenses shall be accrued for on the Closing Date Balance Sheet.
Closing Date Balance Sheet. No later than thirty (30) days following the Closing, Seller shall provide to Buyer a balance sheet dated as of the Closing dated, as determined in accordance with GAAP consistently applied, which includes, but is not limited to, Seller's accounts receivable, accounts payable, and all deferred and all unearned revenue.
Closing Date Balance Sheet. The Shareholders will cause a balance sheet as of the Closing Date to be delivered to DAH within a reasonable time after the Closing Date (the "Closing Date Balance Sheet") which shall be true, correct and complete, shall have been prepared from and are in accordance with the books and records of AI and shall have been prepared in conformity with generally accepted accounting principles applied on a consistent basis for such periods using an accrual basis method, and fairly present the financial condition of AI as of the date stated on such dates in accordance with such practices.
Closing Date Balance Sheet. Seller shall have delivered a balance sheet of Seller prepared in a manner consistent with prior periods and which materially represents the financial status of the Company and dated as of the Closing Date (the “Closing Date Balance Sheet”), accompanied by a certificate from a duly authorized officer of Seller, as of the Closing Date as to the preparation and delivery of the Closing Date Balance Sheet.
Closing Date Balance Sheet. The Company shall prepare and deliver to Parent, at least three (3) business days prior to the Closing Date, the Closing Date Balance Sheet.