Preliminary Closing Date Balance Sheet Sample Clauses

Preliminary Closing Date Balance Sheet. As promptly as practicable following the Closing Date, Purchaser shall cause the Company to prepare and deliver to Seller the consolidated balance sheet of the Company and the Subsidiaries as of the close of business on the date of Closing (the "Preliminary Closing Date Balance Sheet"). Such Preliminary Closing Date Balance Sheet shall be prepared using GAAP, the historical accounting practices, principles and cost accounting methods of Seller, consistently applied in accordance with the December Balance Sheet (as defined in Section 5.05) and certified by Purchaser's independent certified public accountants ("Purchaser's Accountants") as fairly presenting the consolidated financial position of the Company and the Subsidiaries as of the Closing Date. Based on the Preliminary Closing Date Balance Sheet, Purchaser's Accountants shall also compute the Excess or Deficiency (as the case may be) in accordance with Section 2.03(a). Purchaser shall have the Preliminary Closing Date Balance Sheet and the accompanying report of Purchaser's Accountants delivered to the Seller within sixty days (60) after the Closing Date. Seller and if Seller shall request, its certified public accountants ("Seller's Accountants"), shall be informed of and consulted in connection with the preparation and audit of the Preliminary Closing Date Balance Sheet prior to the certification thereof by Purchaser's Accountants. Seller (and Seller's Accountants) shall be given access to the books and records of the Company and the Subsidiaries for the purpose of verifying the Preliminary Closing Date Balance Sheet and the Excess or Deficiency, if any.
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Preliminary Closing Date Balance Sheet. No later than ten (10) days prior to the Closing Date, the Company shall prepare and deliver to Parent an unaudited consolidated balance sheet for the Company, prepared in good faith, estimated as of the Closing, pro forma as to, and giving effect to, any transactions or operations previously occurring or anticipated to occur subsequent to its preparation and on or before the Closing ("Preliminary Closing Date Balance Sheet"), subject to the right of Parent to make a good faith objection thereto, delivered no later than five (5) days prior to the Closing. Concurrently with delivery of the Preliminary Closing Date Balance Sheet, the Company shall deliver to Parent a statement setting forth a calculation, based on the Preliminary Closing Date Balance Sheet, of the Company's cash and inventory balances estimated as of the Closing Date (the "Preliminary Current Items") and the Company's Deal Expenses estimated to be unpaid as of the Closing Date (the "Preliminary Unpaid Deal Expenses").
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Preliminary Closing Date Balance Sheet. Not later than August 23, 2017, the Seller shall deliver to the Buyer (i) the July 31, 2017 balance sheet of the Seller, prepared in a manner consistent with the preparation of the Financial Statements, but not GAAP compliant (the “Preliminary Closing Date Balance Sheet”) and (ii) a good faith estimate (including in reasonable detail the basis for the determination thereof) of the Net Tangible Asset Value of the Seller as of the Closing Date based upon such Preliminary Closing Date Balance Sheet (the “Estimated Closing Date Net Tangible Asset Value”), determined in accordance with Exhibit A, attached hereto. For absence of doubt, the parties agree that the Net Tangible Asset Value shall include the value of all customer trades, paid or unpaid, up to the Closing Date, subject to offsets for the metals owed and other adjustments as provided in 2.6. Representatives of the Buyer shall be entitled to full access, in a reasonable manner, to all records and work papers during normal business hours and shall be entitled to communicate with the Seller and personnel of the Seller and discuss accounting practices and procedures in connection with the preparation of the Preliminary Closing Date Balance Sheet and the calculation of the Estimated Closing Date Net Tangible Asset Value. The Estimated Closing Date Net Tangible Asset Value shall be subject to Buyer’s reasonable approval.
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Preliminary Closing Date Balance Sheet. The Buyer shall notify the Seller, in writing (including, but not limited to, by fax or e-mail), on or before the last day of the 15-day period, of any objections to the Preliminary Closing Date Balance Sheet, setting forth a reasonably specific description of the Buyer's objections and the dollar amount of each objection. If the Buyer does not deliver such notice within such 15-day period, the Preliminary Closing Date Balance Sheet shall be deemed to have been accepted by the Buyer.
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Preliminary Closing Date Balance Sheet. Seller will prepare and deliver to Buyer at least two days before the Closing Date its best estimate of Seller's balance sheet as of the Closing Date (the "PRELIMINARY CLOSING DATE BALANCE SHEET") so that the parties may determine the Working Capital of Seller to be used in making the adjustment described in SECTION
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Preliminary Closing Date Balance Sheet. At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent and the Stockholder Representative an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated by this Agreement) (the “Estimated Closing Date Balance Sheet”), together with a calculation of the estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”). The Estimated Closing Date Balance Sheet and the calculation of Estimated Closing Net Working Capital shall be prepared by the Company in good faith and shall be accompanied by a certificate of the Chief Financial Officer of the Company that the Estimated Closing Date Balance Sheet and Estimated Closing Net Working Capital was prepared in accordance with GAAP. The “Closing Adjustment” shall be an amount equal to the Estimated Closing Net Working Capital minus Four Million Eight Hundred Thirty Thousand Dollars ($4,830,000) (the “Target Net Working Capital”). If the Closing Adjustment is a positive number, the Merger Consideration shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Merger Consideration shall be reduced by the amount of the Closing Adjustment.
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Preliminary Closing Date Balance Sheet. Not less than five (5) Business Days prior to the scheduled Closing Date, the Sellers shall deliver to the Buyer (i) a balance sheet of the Company forecasted as of the Closing Date, to be prepared in a manner consistent with the preparation of the Financial Statements (the "Preliminary Closing Date Balance Sheet") and (ii) an estimate of the Net Book Value of the Company as of the Closing Date based upon such Preliminary Closing Date Balance Sheet (the "Estimated Closing Date Net Book Value"). Representatives of the Buyer shall be entitled to full access, in a reasonable manner, to all records and work papers during normal business hours and shall be entitled to communicate with the Sellers and personnel of the Company and discuss accounting practices and procedures in connection with the preparation of the Preliminary Closing Date Balance Sheet and the calculation of the Estimated Closing Date Net Book Value.
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Preliminary Closing Date Balance Sheet. A consolidated balance sheet of ----------------------------------------- Learning Curve and its subsidiaries immediately prior to the Learning Curve Effective Time, reasonably estimated in good faith by Learning Curve as of five Business Days prior to the Closing Date pursuant to section 2.12(a).
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Related to Preliminary Closing Date Balance Sheet

  • 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 such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

  • Closing Balance Sheet (a) As promptly as practicable, but no later than ninety (90) days, after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and the Subsidiaries, which shall present the consolidated financial position of the Company and the Subsidiaries as of the close of business on the day prior to the Closing Date in accordance with the Accounting Policies (the “Closing Balance Sheet”) and shall include line items consistent with those in the Company Balance Sheet and (ii) a calculation of the actual (A) Working Capital (the “Closing Working Capital”), (B) Cash (the “Closing Cash”), and (C) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Working Capital and Closing Cash determined as of the close of business on the day prior to the Closing Date and without giving effect to the transactions contemplated herein and Closing Transaction Expenses determined as of the Closing, giving effect to the transactions contemplated herein. All calculations of Closing Working Capital, Closing Cash and Closing Transaction Expenses shall be accompanied by a certificate of a duly authorized officer of Buyer certifying that such estimates have been calculated in accordance with this Agreement and the Accounting Policies, to the extent applicable. (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) day following delivery thereof, unless prior to the end of such period, Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Working Capital, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. Seller shall be deemed to have agreed with all items and amounts of Closing Working Capital, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.04(c). (c) During the fifteen (15) day period following delivery of a Notice of Disagreement by Seller to Buyer, the parties shall use their commercially reasonable efforts to reach agreement on the disputed items with respect to the computation of the Closing Working Capital, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between Seller and Buyer within such fifteen (15) day period shall be final and binding with respect to such items, and if Seller and Buyer agree in writing on the resolution of each disputed item specified by Seller in the Notice of Disagreement and the amount of the Closing Working Capital, Closing Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If Seller and Buyer have not resolved all such differences by the end of such fifteen (15) day period, no later than ten (10) days following the end of such fifteen (15) day period, Seller and Buyer shall submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Closing Working Capital, Closing Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Working Capital, Closing Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. In making such calculations, the Independent Accounting Firm shall consider only those items and amounts in Seller’s and Buyer’s respective calculations of the Closing Working Capital, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which Seller and Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing between Seller and Buyer. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within thirty (30) days following the submission thereof. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.04(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by Seller and Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party or parties. (e) Buyer will cause the Company to afford Seller and its representatives (including Deloitte & Touche LLP), reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company and the Subsidiaries and their representatives and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.04. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations of the Working Capital and Cash as specified in this Section 2.04; provided that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed a customary agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) Notwithstanding anything to the contrary herein, the parties acknowledge and agree that each item required to be reflected in any of the Closing Working Capital, Closing Cash or Closing Transaction Expenses is intended to, and shall, be accounted for only once, without duplication, in determining the adjustments to be made to the Purchase Price in accordance with this Agreement, including pursuant to this Section 2.04, Section 2.05, Article 11 and Article 13.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).