Preparation of Closing Balance Sheets Clause Samples

Preparation of Closing Balance Sheets. As soon as practicable after the ------------------------------------- Effective Time, Varian shall cause PricewaterhouseCoopers LLP (or another comparable independent accounting firm selected by Varian (the "Auditors")) to: (i) conduct an audit of IB and the IB Subsidiaries in order to prepare and deliver to each of HCS, IB and SEB a consolidated balance sheet for IB and the IB Subsidiaries as of the Effective Time (the "IB Closing Balance Sheet"); (ii) conduct an audit of HCS and the HCS Subsidiaries in order to prepare and deliver to each of HCS, IB and SEB a consolidated balance sheet for HCS and the HCS Subsidiaries as of the Effective Time (the "HCS Closing Balance Sheet"); (iii) conduct an audit of SEB and the SEB Subsidiaries in order to prepare and deliver to each of HCS, IB and SEB a consolidated balance sheet for SEB and the SEB Subsidiaries, as of the Effective Time (the "SEB Closing Balance Sheet"); and to deliver such Closing Balance Sheets within 90 days after the Distribution Date.
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Preparation of Closing Balance Sheets. As soon as practicable after the Distribution Time, but in any event within 60 days following the Distribution Time, NextLevel Systems shall cause Deloitte & Touche LLP (or another comparable independent accounting firm selected by NextLevel Systems) (the "AUDITORS") to: (i) conduct an audit of GS and the GS Subsidiaries to determine the aggregate amount, as of the Distribution Time, of each of (a) the GS Credit Facility Debt, (b) the Consolidated Debt (other than the GS Credit Facility Debt) of GS and the GS Subsidiaries, and (c) the Cash and Cash Equivalents held by GS and the GS Subsidiaries, and to prepare and deliver to each of NextLevel Systems, GS and CommScope a consolidated balance sheet for GS and the GS Subsidiaries as of the Distribution Time reflecting the amount of each of the foregoing (the "GS CLOSING BALANCE SHEET"); (ii) conduct an audit of CommScope and the CommScope Subsidiaries to determine the aggregate amount, as of the Distribution Time, of each of (a) the CommScope Credit Facility Debt, (b) the Consolidated Debt (other than the CommScope Credit Facility Debt) of CommScope and the CommScope Subsidiaries, and (c) the Cash and Cash Equivalents held by CommScope and the CommScope Subsidiaries, and to prepare and deliver to each of NextLevel Systems, GS and CommScope a consolidated balance sheet for CommScope and the CommScope Subsidiaries as of the Distribution Time reflecting the aggregate amount of each of the foregoing (the "COMMSCOPE CLOSING BALANCE SHEET"); and (iii) conduct procedures (to be agreed upon) to determine the accuracy of the representations and warranties contained in SECTION 4 hereof. The GS Closing Balance Sheet and the CommScope Closing Balance Sheet shall each be prepared on the basis of an audit conducted by the Auditors in accordance with GAAP consistently applied and without giving effect to any change in accounting principles required on account of the consummation of the Distributions, except that, to the extent that any definition contained herein contemplates inclusion or exclusion of an item that would not be included or excluded under GAAP, the Auditors shall compute such item in accordance with such definition. During the course of the preparation of the GS Closing Balance Sheet and the CommScope Closing Balance Sheet by the Auditors, and during any period in which there is a dispute regarding either the GS Closing Balance Sheet or the CommScope Closing Balance Sheet, each of GS and CommScope, as the cas...
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Preparation of Closing Balance Sheets. The Closing Balance Sheets shall be prepared in accordance with GAAP and in a manner that is consistent with the Financial Statements; PROVIDED, however, that if the Closing Balance Sheets cannot be prepared both in accordance with GAAP and in a manner that is consistent with the Financial Statements, the Closing Balance Sheets shall be prepared in accordance with GAAP.
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Preparation of Closing Balance Sheets. (a) As soon as practicable after the Closing and in any event within sixty (60) days thereafter, Seller (with the assistance and cooperation, without charge to Seller, of personnel formerly employed by Seller who are employed by Buyer after the Closing, if necessary) shall prepare and present to Buyer a statement setting forth the book value of the Acquired Assets and Assumed Liabilities as of the Closing Date immediately prior to the Closing (the "CheckVision Business Closing Balance Sheet"); (b) The CheckVision Business Closing Balance Sheet shall be prepared in accordance with the accounting principles utilized in the preparation of the CheckVision Business Adjusted Balance Sheet; and (c) When presenting the CheckVision Business Closing Balance Sheet to Buyer, Seller shall also submit to Buyer a certificate executed by the Chief Financial Officer of Seller stating that the CheckVision Business Closing Balance Sheet fairly presents the book values of the Acquired Assets and Assumed Liabilities, determined in accordance with this Section 2.8.
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Preparation of Closing Balance Sheets. (a) The Closing Balance Sheets shall be prepared by PGL and Teberebie and examined by the Auditors. The Buyer's Accountants shall then review such Closing Balance Sheets and the Auditors' work (including their working papers thereon), after which the Auditors and the Buyer's Accountants shall jointly certify the amount of the Excess Liabilities (if any) to each of the Seller and the Buyer. (b) The Closing Balance Sheets shall be prepared under the historical cost convention and in accordance with U.S. generally accepted accounting principles and practices consistently applied and on bases consistent in all material respects with those adopted in the Current Audited Balance Sheets. (c) As regards the Auditors and the Buyer's Accountants: (i) their joint report shall be conclusive and binding on the parties save in the case of manifest error; (ii) they shall be deemed to act as experts and not as arbitrators; (iii) any disputes, differences and/or questions which may arise between them in connection with the said report shall be referred to the decision of an internationally recognized "big-five" accounting firm that is not retained by any of PGI, PGL, Teberebie, the Seller or the Buyer, to be agreed on between them within a period of 14 days or in default of such agreement to be selected (on the application of the Buyer or the Seller) by the President for the time being of the Institute of Chartered Accountants in England and Wales; such firm (whose costs shall be payable as it shall direct) shall act as expert and not as arbitrator in connection with the giving of such decision; and the decision of such firm shall be final and binding on the parties save in the case of manifest error.
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Preparation of Closing Balance Sheets. (a) The Closing Balance Sheets shall be prepared by PGL and Teberebie and examined by the Auditors. The Buyer's Accountants shall then review such Closing Balance Sheets and the Auditors' work (including their working papers thereon), after which the Auditors and the Buyer's Accountants shall jointly certify the amount of the Excess Liabilities (if any) to each of the Seller and the Buyer.
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Preparation of Closing Balance Sheets 
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Related to Preparation of Closing Balance Sheets

  • 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.

  • 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).

  • 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.

  • Closing Financial Statements At least eight Business Days prior to the Effective Time of the Merger, Malvern shall provide First Bank with ▇▇▇▇▇▇▇’s consolidated financial statements presenting the financial condition of Malvern and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Malvern’s consolidated results of operations for the period from January 1, 2022 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, that if the Effective Time of the Merger occurs on or before the 15th Business Day of the month, ▇▇▇▇▇▇▇ shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall be accompanied by a certificate of ▇▇▇▇▇▇▇’s chief financial officer, dated as of the date of delivery, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Malvern in all material respects. Such financial statements shall have been prepared in all material respects in accordance with GAAP, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall also reflect as of their date (a) accruals for (i) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for Malvern for services rendered in connection with the transactions contemplated by this Agreement, (ii) any employee severance, retention or change-in-control payments or expenses consistent with the terms of this Agreement, (iii) any payment made or expense accrued for the purchase of a directors’ and officers’ liability insurance policy pursuant to this Agreement, (iv) other third-party costs, fees and expenses incurred or accrued by Malvern in connection with the transactions contemplated by this Agreement, and in each case, paid by ▇▇▇▇▇▇▇ or payable by Malvern prior to the Effective Time, (v) losses incurred or accrued by ▇▇▇▇▇▇▇ relating to the loans listed in Section 8.2(f)(1) of Malvern’s Disclosure Memorandum, (vi) costs, fees expenses, or any other amounts or payments, incurred or accrued by Malvern in connection with the matter set forth in Section 8.2(f)(2) of Malvern’s Disclosure Memorandum, (vii) changes in accumulated other comprehensive income from September 30, 2022 through the Closing Date, and (viii) changes to changes to GAAP or regulatory accounting requirements, including GAAP shareholders’ equity as a result of the initial adoption of the Current Expected Credit Losses (CECL) Methodology and (b) the shareholders’ equity referenced in Section 8.2(f).

  • Financial Statements; Servicing Facility In connection with marketing the Mortgage Loans, the Purchaser may make available to a prospective Purchaser a Consolidated Statement of Operations of the Company for the most recently completed two fiscal years for which such a statement is available, as well as a Consolidated Statement of Condition at the end of the last two fiscal years covered by such Consolidated Statement of Operations. The Company also shall make available any comparable interim statements to the extent any such statements have been prepared by or on behalf of the Company (and are available upon request to members or stockholders of the Company or to the public at large). The Company also shall make available to Purchaser or prospective Purchaser a knowledgeable financial or accounting officer for the purpose of answering questions respecting recent developments affecting the Company or the financial statements of the Company, and to permit any prospective Purchaser to inspect the Company's servicing facilities for the purpose of satisfying such prospective Purchaser that the Company has the ability to service the Mortgage Loans as provided in this Agreement.