Initial Preparation Clause Samples

Initial Preparation. Promptly following the issuance by the City of San ▇▇▇▇▇▇ of all permits and approvals necessary for the construction of the Site and Shell Improvements (excluding building and grading permits), or at such earlier time as Landlord may elect in its sole discretion, Landlord shall, at its expense, cause its architects and engineers to commence preparation of working drawings for the Site and Shell Improvements (the "Working Drawings for the Site and Shell Improvements"), which shall be consistent with the Descriptive Base Specifications and generally consistent with the Preliminary Drawings and Tentative Site Plan, except for Necessary Changes. Landlord and Tenant acknowledge that Landlord may, in its reasonable discretion, incorporate features in the Base Building Improvements to make the Building more readily adaptable for multi-tenant use. The foregoing notwithstanding, the Working Drawings for the Site and Shell Improvements may deviate from the Preliminary Drawings and Tentative Site Plan (but not Descriptive Base Specifications) if required as a result of: (i) engineering or environmental considerations necessary to the structural integrity of a Building or other improvements which first become apparent in the course of the preparation of the Working Drawings for the Site and Shell Improvements; or, (ii) if reasonably deemed necessary by Landlord to decrease the Estimated Phase I Project Cost if and to the extent that it is greater than One Hundred Eighty-Three Dollars ($183.00) per square foot of Gross Building Area.

Initial Preparation. Promptly after the Closing Time, the Purchaser shall prepare, at the Purchaser's expense and in accordance with Accounting Principles Consistently Applied, a balance sheet of the Corporation as at 12:01 a.m. on the Closing Date (the "Closing Balance Sheet") and a calculation of Closing Working Capital and Long Term Liabilities at that time. A draft of the Closing Balance Sheet and a draft calculation of Closing Working Capital and Long Term Liabilities shall be delivered to the Vendor no later than sixty (60) days following the Closing Date. The Purchaser shall provide the Vendor with copies of all working papers used in the preparation of the draft Closing Balance Sheet. If the Vendor does not give a notice of disagreement in accordance with Section 2.5.2 hereof, the Vendor shall be deemed to have accepted the draft Closing Balance Sheet and draft calculation of the Closing Working Capital and Long Term Liabilities prepared by the Purchaser which shall be final and binding on the Parties and the draft calculations of Closing Working Capital and Long Term Liabilities shall constitute the Closing Working Capital and Long Term Liabilities for purposes of this Agreement immediately following the expiry date for the giving of such notice of disagreement.

Initial Preparation. Promptly after the Closing Time, the Canadian Purchaser shall prepare, at the Canadian Purchaser’s own expense, and in accordance with generally accepted accounting principles, consistently applied, the Closing Balance Sheet as at the completion of the Transaction Steps on the Closing Date and a calculation of Closing Working Capital at that time, which calculations shall be audited by Deloitte and Touche LLP. A draft of the Closing Balance Sheet and a draft calculation of the Closing Working Capital shall be delivered to the Canadian Vendors no later than such date as is ten (10) Business Days following the end of the ninety (90) day period following the Closing Date. The Canadian Purchaser shall permit representatives of the Canadian Vendors to be present at the inventory counts and other procedures used in the preparation of the draft Closing Balance Sheet and shall provide such representatives promptly with copies of all working papers created in connection with such preparation and access and to any portion of the Books and Records which the Canadian Vendors deem necessary, acting reasonably, in order to allow them to verify the draft closing balance sheets. If the Canadian Vendors do not give a notice of disagreement in accordance with Subsection 2.4.2, the Canadian Vendors shall be deemed to have accepted the draft Closing Balance Sheet and the draft calculations of the Closing Working Capital prepared by the Canadian Purchaser, which shall be final and binding on the Parties and the draft calculation of Closing Working Capital shall constitute the Closing Working Capital for purposes of this Agreement immediately following the expiry date for the giving of such notice of disagreement.

Initial Preparation. Promptly after the Closing Time, the Purchaser shall prepare, at its expense and in accordance with GAAP, consistently applied, a balance sheet of the Business on the Closing Date and a calculation of the Adjusted Net Asset Value which shall be calculated in accordance with Exhibit B of the Disclosure Letter hereof. Any bonus, retention bonus, severance or similar benefit payable to Employees shall be accrued as a liability on the Closing Balance Sheet. A draft of the Closing Balance Sheet and a draft calculation of the Adjusted Net Asset Value shall be delivered to the Vendor no later than 30 Business Days following the Closing Date. The Closing Balance Sheet shall be prepared in the English language in accordance with GAAP, consistently applied with the Annual Financial Statements for the fiscal year ended on December 31, 2004, except as specifically provided for in Exhibit B of the Disclosure Letter. The Purchaser shall permit representatives of the Vendor to be present at the inventory count used in the preparation of the draft Closing Balance Sheet and if requested shall provide such representatives promptly with copies of all working papers created in connection with such inventory count. If the Vendor does not give a notice of disagreement in accordance with Subsection 3.7.2, the Vendor shall be deemed to have accepted the draft Closing Balance Sheet and draft calculation of the Adjusted Net Asset Value prepared by the Purchaser which shall be final and binding on the Parties and the draft calculation of the Adjusted Net Asset Value shall constitute the Adjusted Net Asset Value for purposes of this Agreement immediately following the expiry date for the giving of such notice of disagreement.

Initial Preparation. Promptly after the Closing Time, the Vendor shall prepare, at the Vendor's expense and in accordance with generally accepted accounting principles, consistently applied, the Closing Reports as at 12:01 a.m. on the Closing Date and a calculation of the book value of the Inventories at that time. A draft of the Closing Reports shall be delivered to the Purchaser no later than one (1) Business Day following the Closing Date. The Purchaser may, immediately after the Closing, proceed to conduct an inventory count of the Inventories along with other procedures used in the verification of the draft Closing Inventory Report. The Purchaser shall permit representatives of the Vendor to be present at the inventory count and shall provide such representatives promptly with copies of all working papers created in connection with such verification. If the Purchaser does not give a notice of disagreement in accordance with Section 3.2.2, the Purchaser shall be deemed to have accepted the draft Closing Inventory Report, which shall be final and binding on the Parties and the draft calculation of the Closing Inventory Report shall constitute the book value of the Inventories for the purposes of this Agreement immediately following the expiry date for the giving of such notice of disagreement.