Preparation of Closing Balance Sheet. As promptly as practicable, but in any event within one hundred twenty (120) days after the Closing Date, Parent shall cause the Company to prepare and deliver to the Stockholder Representative the Closing Balance Sheet setting forth its calculation of (i) the unpaid Debt as of the Effective Time, (ii) the unpaid Transaction Expenses as of the Effective Time, (iii) the consolidated Cash of the Centerre Companies as of the Effective Time and (iv) the Net Working Capital as of the Effective Time, which Closing Balance Sheet shall be prepared in accordance with GAAP and in a manner consistent with the Company’s past practice. Parent shall provide the Stockholder Representative and its representatives reasonable access at reasonable times and upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company relating to the preparation of the Closing Balance Sheet and shall cause the personnel of the Company to reasonably cooperate with the Stockholder Representative in connection with its review of the Closing Balance Sheet.
Appears in 2 contracts
Sources: Agreement and Plan of Merger, Agreement and Plan of Merger (Kindred Healthcare, Inc)