Final Closing Balance Sheet Sample Clauses
The Final Closing Balance Sheet clause defines the requirement to prepare a definitive financial statement as of the closing date of a transaction. This balance sheet typically details the assets, liabilities, and equity of the business being acquired or sold, and is often prepared after closing to reflect any final adjustments or true-ups. Its core function is to provide an agreed-upon financial snapshot that serves as the basis for post-closing purchase price adjustments, ensuring both parties have a clear and accurate understanding of the company's financial position at the time of transfer.
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Final Closing Balance Sheet. The Final Closing Balance Sheet --------------------------- of Company shall be prepared as follows:
(i) During a period of thirty (30) days following the Closing Date, Shareholders, in consultation with Buyer, shall prepare and deliver to Buyer a balance sheet of Company as of the Effective Time, prepared in accordance with generally accepted accounting principles from the books and records of Company (except, in the case of unaudited financial statements, for the absence of footnote disclosure), on a basis consistent with the generally accepted accounting principles followed in the preparation of the GAAP- Adjusted Recent Balance Sheet, and fairly presenting the financial position of Company as of the Effective Time. The balance sheet shall be accompanied by detailed schedules and by a report (1) setting forth the amount of Working Capital Value and Indebtedness Amount (as defined above) reflected in the balance sheet, and (2) setting forth the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 2.02(c) hereof.
(ii) If, thirty (30) days after the Closing Date, Buyer and Shareholders have not agreed on the balance sheet and report described in (i) above, then Buyer's independent accountants ("Buyer's Accountants") shall prepare such balance sheet and report and deliver it to Shareholders no later than forty-five (45) days after the Closing Date.
(iii) Within thirty (30) days following the delivery of the balance sheet referred to in (ii) above, Shareholders or their independent accountants ("Shareholders' Accountants") may object to any of the information contained in said balance sheet or accompanying schedules or reports which could affect the necessity or amount of any payment by Buyer or Shareholders pursuant to Section 2.02 hereof. Any such objection shall be made in writing and shall state Shareholders' determination of the amount of the Working Capital Value and Indebtedness Amount.
(iv) In the event of a dispute or disagreement relating to the balance sheet or schedules which Buyer and Shareholders are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing (the "Third Accounting Firm") to be mutually selected by Shareholders and Buyer or, if no agreement is reached, by Shareholders' Accountants and Buyer's Accountants. The Third Accounting Firm shall make a resolution of the balance sheet of Company as of the Effecti...
Final Closing Balance Sheet. The Adjusted Closing Balance Sheet, as modified by the parties' agreement and by any determination by the independent accountants as described in this Section 2.07, shall be the "Final Closing Balance Sheet".
Final Closing Balance Sheet. The Closing Balance Sheet shall become final and binding upon the parties upon the earliest of (a) Acquisition Sub’s failure to object thereto within the period permitted under Section 2.8.2, (b) the agreement between Acquisition Sub and Arrow with respect thereto and (c) the decision by the Auditor with respect to any disputes under Section 2.8.3. The Closing Balance Sheet, as adjusted pursuant to the agreement of the parties or decision of the Auditor, when final and binding is referred to herein as the “Final Closing Balance Sheet.”
Final Closing Balance Sheet. From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within ninety (90) days after the delivery of the Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be the “Final Closing Balance Sheet” and such calculation of Net Asset Value shall be the “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates.
Final Closing Balance Sheet. Parent shall have the right to audit the Estimated Closing Balance Sheet, including the calculation of Working Capital, within sixty (60) calendar days of delivery of the Estimated Closing Balance Sheet. Within sixty (60) calendar days after the Closing Date, the Parent and the Company shall cause an independent accounting firm acceptable to the Parent and Stockholders’ Representative to prepare and deliver to Parent and Stockholders’ Representative an audited balance sheet of the Company as of the Closing Date (the “Final Closing Balance Sheet”), which shall be prepared on the same basis and in the same form as the Estimated Closing Balance Sheet. After delivery of the Final Closing Balance Sheet, the Cash Consideration delivered as of the Closing shall be adjusted as follows (the “Final Cash Consideration Adjustment”):
(i) To the extent that the calculation of Working Capital in the Final Closing Balance Sheet is greater than the calculation of Working Capital set forth in the Estimated Closing Balance Sheet, Parent shall pay to Stockholders’ Representative (for distribution to the Stockholders) such difference. In addition, as of the time of such payment, all Working Capital Escrowed Funds and any other property held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders).
(ii) To the extent that the calculation of Working Capital in the Final Closing Balance Sheet is less than the calculation of Working Capital set forth in the Estimated Closing Balance Sheet, the difference shall be delivered to Parent from the Working Capital Escrow Account pursuant to the terms of the Escrow Agreement and this Section 3.03. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet exceeds the Working Capital Escrowed Funds held in the Working Capital Escrow Account, the Stockholders’ Representative shall deliver such excess amounts to Parent on behalf of the Stockholders. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet is less than the Working Capital Escrowed Funds held in the Working Capital Escrow Account, after payment of the difference to Parent, the remaining funds held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders).
Final Closing Balance Sheet. Section 3.2(f).........................................11
Final Closing Balance Sheet. As used in this Agreement, the “Final Closing Balance Sheet” shall be: (i) the Preliminary Closing Balance Sheet if no Balance Sheet Objection is delivered to Buyer during the thirty (30) day period specified in Section 2.4(d); (ii) the Preliminary Closing Balance Sheet, adjusted in accordance with the Balance Sheet Objection, if Buyer does not provide the Seller Representative with a written notice of disagreement in response to the Balance Sheet Objection within the thirty (30) day period specified in Section 2.4(e); or (iii) the Preliminary Closing Balance Sheet, as adjusted by (A) the written agreement of Buyer and the Seller Representative and/or (B) the CPA Firm in accordance with Section 2.4(f)(ii).
Final Closing Balance Sheet. The “Final Closing Balance Sheet” of each Party’s Contributed Business shall be (i) the applicable Preliminary Closing Balance Sheet if (A) no Objection is delivered within the initial sixty (60)-day period (or, if applicable, the subsequent thirty (30)-day period) specified above or (B) the Parties so agree; (ii) the applicable Preliminary Closing Balance Sheet, adjusted in accordance with the Objection, in the event that (A) the Preparing Party does not respond to the Objection within the sixty (60)-day period specified above following receipt of the Objection or (B) the Parties so agree; or (iii) the applicable Preliminary Closing Balance Sheet, as adjusted pursuant to the agreement of the Parties or as adjusted by the Accounting Firm as provided above.
Final Closing Balance Sheet. The Closing Balance Sheet or, if it has been adopted or finally determined pursuant to Section 2.7(a)(iii), the Revised Closing Balance Sheet, as appropriate, shall be deemed to be final, binding and conclusive on Parent and the Executing Stockholders, the Executing Option Holders and Non-Owner Participants (the “Final Closing Balance Sheet”) upon the earliest of (A) the failure of the Stockholder Representative to deliver to Parent the Dispute Notice by the twentieth (20th) Business Day following Parent’s delivery of the Closing Balance Sheet to the Stockholder Representative; (B) the resolution of all disputes by Parent and the Stockholder Representative, as evidenced by, if appropriate, a Revised Closing Balance Sheet certified in writing by the Stockholder Representative and Parent; or (C) the resolution of all disputes by the Independent Accounting Firm, and, if applicable, Parent and the Stockholder Representative, in accordance with Section 2.7(a)(iii), as evidenced by written certification by the Stockholder Representative and Parent including, if appropriate, a Revised Closing Balance Sheet. Subject to Section 2.7(b)(ix), any adjustment of the Merger Consideration based on the Final Closing Balance Sheet shall be made on the fifth (5th) Business Day following the determination of the Final Closing Balance Sheet (the “Adjustment Payment Date”) in accordance with Section 2.7(b) below. The unpaid Debt as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Debt”. The unpaid Transaction Expenses as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Transaction Expenses”. The consolidated Cash of the Centerre Companies as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Cash”.
Final Closing Balance Sheet. As soon as practicable (but in no event later than 60 days) after the Closing Date, the Surviving Corporation will prepare and cause to be audited by Ernst & Young LLP, independent auditors (or such other independent auditors as are selected by BackWeb Parent), and the Surviving Corporation will deliver to BackWeb Parent and the Agent (as defined in Article VII), a balance sheet of Lanacom, as of June 30, 1997 (as adjusted to reflect (x) the exercise of outstanding Lanacom Warrants for Lanacom Common Shares, or the expiration or cancellation of the Lanacom Warrants and (y) the exchange of outstanding Lanacom indebtedness for Lanacom Common Shares, in each case pursuant to the Pre-Closing Reorganization (as defined in Section 2.2(a)(iii) hereof), at any time from June 30, 1997 to Closing), (the "Final Balance Sheet"). The Final Balance Sheet shall be prepared in accordance with Canadian GAAP consistent with the basis of accounting and procedures and methods employed by Lanacom in preparing the Lanacom Financial Statements. During the conduct of such audit, the Surviving Corporation shall cooperate in all respects with the independent auditors for the purpose of completing the Final Balance Sheet. In addition, the Surviving Corporation and the independent auditors shall be available for periodic inquiry by BackWeb Parent and the Agent, and the independent auditors will answer such questions as BackWeb Parent or the Agent may have and provide such additional schedules and materials as BackWeb Parent or the Agent may reasonably request in order to permit a meaningful review of the Final Balance Sheet.