Common use of Final Balance Sheet Clause in Contracts

Final Balance Sheet. Within 15 days following the Closing, Seller shall deliver to Buyer a balance sheet reflecting the assets used in the operation of Seller’s Business and of the Assumed Liabilities as of the Closing Date, prepared in accordance with GAAP, consistently applied, and consistent with and on the same Basis as the Preliminary Balance Sheet, that shall reflect Seller’s computation of the (i) Net Book Value of Accounts Receivable less Seller’s accrued volume rebates, (ii) Net Book Value of Inventories (based on the Physical Inventory and giving effect to adjustments for additions to and sales from Inventories from the time of the Physical Inventory through the Closing Date), and (iii) Prepaid Inventory (the “Closing Balance Sheet”), along with a certification as to the accuracy of the Closing Balance Sheet, which constitutes a representation by Seller pursuant to Section 3.7 of this Agreement. Buyer shall have a period of 15 business days from the time Buyer is delivered the Closing Balance Sheet to review the Closing Balance Sheet and notify Seller in writing whether Buyer disputes the Closing Balance Sheet. If Buyer does not so notify Seller, Buyer shall be deemed to have accepted the Closing Balance is required to provide Buyer includes all estimated assets used in Seller’s Business rather than just the Acquired Assets, for the sake of simplicity.