Closing Financial Statements Sample Clauses
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Closing Financial Statements. At least eight Business Days prior to the Effective Time of the Merger, Malvern shall provide First Bank with ▇▇▇▇▇▇▇’s consolidated financial statements presenting the financial condition of Malvern and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Malvern’s consolidated results of operations for the period from January 1, 2022 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, that if the Effective Time of the Merger occurs on or before the 15th Business Day of the month, ▇▇▇▇▇▇▇ shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall be accompanied by a certificate of ▇▇▇▇▇▇▇’s chief financial officer, dated as of the date of delivery, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Malvern in all material respects. Such financial statements shall have been prepared in all material respects in accordance with GAAP, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall also reflect as of their date (a) accruals for (i) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for Malvern for services rendered in connection with the transactions contemplated by this Agreement, (ii) any employee severance, retention or change-in-control payments or expenses consistent with the terms of this Agreement, (iii) any payment made or expense accrued for the purchase of a directors’ and officers’ liability insurance policy pursuant to this Agreement, (iv) other third-party costs, fees and expenses incurred or accrued by Malvern in connection with the transactions contemplated by this Agreement, and in each case, paid by ▇▇▇▇▇▇▇ or payable by Malvern prior to the Effective Time, (v) losses incurred or accrued by ▇▇▇▇▇▇▇ relating to the loans listed in Section 8.2(f)(1) of Malvern’s Disclosure Memorandum, (vi) costs, fees expenses, or any other amounts or payments, incurred or accrued by Malvern in connection with the matter set forth in Section 8.2(f)(2) of Malvern’s Disclosure Memorandum, (vii) changes in accumulated other comprehensive income from September 30, 2022 through the Closing Dat...
Closing Financial Statements. At least five (5) Business Days prior to the Effective Time of the Merger, North Valley shall provide TriCo with North Valley’s consolidated financial statements presenting the financial condition of North Valley and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and North Valley’s consolidated results of operations for the period from January 1, 2014 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, however, that if the Effective Time of the Merger occurs on or before the fifth Business Day of the month, North Valley shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall be prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and shall reflect all period-end accruals and other adjustments, subject to the other requirements of this Agreement including the final sentence of this Section 6.17. Such financial statements shall be accompanied by a certificate of North Valley’s Chief Financial Officer, dated as of the Effective Time, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of North Valley in all material respects. Such Closing Financial Statements shall also reflect accruals for all fees and expenses incurred or expected to be incurred in connection with the transactions contemplated in this Agreement (whether or not doing so is in accordance with GAAP) and shall be accompanied by a certificate of North Valley’s Chief Financial Officer, dated as of the Effective Time, to the effect that such financial statements meet the requirements of this Section 6.17.
Closing Financial Statements. 45 11.3 Rescission..................................................... 41 SECTION 12. TERMINATION.................................................... 46 12.1
Closing Financial Statements. The financial statements delivered to the Lenders pursuant to SECTION 6.01(a) and (b), if any, (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under SECTION 6.01(a) and (b)) and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements, if any) in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries as of the respective dates thereof and for the respective periods covered thereby.
Closing Financial Statements. Not later than 30 days after the Closing Date, Seller shall prepare a balance sheet of the Business at the Closing Date ("Closing Balance Sheet") in accordance with generally accepted accounting principles. Such balance sheet shall specifically identify all assets reflected thereon which are not included in the Assets and all liabilities reflected thereon which are not assumed by Buyer hereunder. Seller shall cause Coopers & Lybr▇▇▇, ▇▇s independent accountants ("Seller's Auditors"), to perform the procedures set forth on Schedule 2.6 and to issue, as soon as practicable but in any event not later than 45 days after the Closing Date, its report to Seller and Buyer to the effect that such balance sheet presents fairly the financial position of the Business as of the Closing Date, in conformity with generally accepted accounting principles. Such report shall also include a detailed schedule setting forth the calculation of the amounts described in Section 2.1 hereof and the Purchase Price and statement to the effect that the Purchase Price was calculated in accordance with the provisions of this Agreement. In performing the foregoing procedures and rendering the foregoing report, Seller's Auditors shall consult with Corn▇▇▇, ▇▇rb▇▇ & ▇and▇▇▇, ▇.L.P., Buyers independent accountants ("Buyer's Auditors"), and permit Buyer's Auditors at the earliest practicable date to review the report of Seller's Auditors, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Buyer's Auditors shall commence its review of said work papers, schedules and calculations as soon as practicable after Seller's Auditors has completed the field work phase of its procedures, but such review shall not prevent Seller's auditors from issuing their report. Any dispute which may arise between Seller and Buyer as to the Closing Balance Sheet shall be resolved in the following manner:
(a) Buyer, if it disputes the Closing Balance Sheet or its effect on the Purchase Price, shall notify Seller in writing within 15 days after the issuance of the Closing Balance Sheet that Buyer disputes the Closing Balance Sheet or its effect on the Purchase Price; such notice shall specify in reasonable detail the nature of the dispute;
(b) during the 15 day period following the date of such notice Seller and Buyer shall attempt to resolve such dispute and to determine the appropriateness of the Closing Balance Sheet and the effect on the Purchase Price; and
(c) if ...
Closing Financial Statements. Buyer shall have received the Closing Financial Statements.
Closing Financial Statements. The Closing Financial Statements.
Closing Financial Statements. At least five Business Days prior to the Effective Time of the Merger, SCB shall provide FCB with SCB’s financial statements presenting the financial condition of SCB as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and SCB’s results of operations for the period January 1, 2005 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, however, that if the Effective Time of the Merger occurs on or before the sixth Business Day of the month, SCB shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall have been prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such financial statements shall be accompanied by a certificate of SCB’s chief financial officer, dated as of a date no earlier than two Business Days prior to the Effective Time of the Merger, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of FCB in all material respects.
Closing Financial Statements. (a) Within 45 calendar days after the Closing Date, Sellers, at the expense of the Company, shall prepare or cause to be prepared (i) an unaudited balance sheet of the Company as of December 31, 2001 and unaudited statements of income, shareholders' equity and cash flows of the Company for the year ended December 31, 2001 and (collectively, the "2001 Financial Statements"), and (ii) an unaudited balance sheet of the Company as of the close of business on the Closing Date (the "Closing Balance Sheet") and unaudited statements of income, shareholders' equity and cash flows of the Company for the period January 1, 2002 through the close of business on the Closing Date (together with the Closing Balance Sheet collectively the "Closing Financial Statements"). Except as set forth on Schedule 3.2, the 2001 Financial Statements and the Closing Financial Statements shall be prepared in accordance with GAAP applied in a manner and using policies consistent with those utilized in preparing the Historical Financial Statements to the extent such application and policies are consistent with GAAP.
(b) Promptly after receipt of the Closing Financial Statements, Sellers shall deliver to Buyer a copy thereof. Sellers shall provide Buyer and its accountants with reasonable access (for a period of not more than 45 days after receipt by Buyer of the Closing Financial Statements) to the work papers and other documents prepared by, or on behalf of, Sellers or Frendel, ▇▇▇▇▇ & ▇▇▇▇▇▇▇▇ relating to the preparation of the Closing Financial Statements for the purpose of reviewing and determining whether to accept or dispute the Closing Financial Statements. If Buyer does not dispute any amount set forth on the Closing Financial Statements, the Closing Financial Statements shall be final, conclusive and binding on all of the parties hereto. If Buyer disputes any amount set forth on the Closing Financial Statements, it shall so notify Sellers in writing within 45 calendar days after delivery of the Closing Financial Statements, specifying its objections and the reasons therefor in reasonable detail (the "Dispute Notice"). Buyer and Sellers shall use reasonable efforts to resolve the dispute. If the dispute is not resolved within 20 calendar days after delivery of the Dispute Notice, Buyer and Sellers shall promptly submit the dispute to ▇▇▇▇▇ ▇▇▇▇▇▇ & Co. LLP (the "Selected Accounting Firm") with a request to resolve the items subject to dispute and deliver its report thereon to Buyer...
Closing Financial Statements. At least four (4) Business Days prior to the Effective Time, the Company shall provide Parent with the Company’s financial statements presenting the financial condition of the Company as of the close of business on the last day of the last month ended prior to the Effective Time and the Company’s results of operations for the period September 30, 2004 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, however, that if the Effective Time occurs on or before the fifth Business Day of the month, the Company shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall have been prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such financial statements shall be accompanied by a certificate of the Company’s Chief Financial Officer, dated as of the Effective Time, to the foregoing effect and to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of the Company in all material respects.