Preparation of Closing Date Balance Sheet Sample Clauses
Preparation of Closing Date Balance Sheet. (a) Within forty-five (45) days after the Closing Date, the Purchaser will deliver to the Seller a draft consolidated balance sheet (the "Draft Closing Date Balance Sheet") for the Company as of the close of business on the Closing Date (determined on a pro forma basis as though the parties had not consummated the Transactions) and prepared in accordance with the Agreed Upon Procedures.
(b) If, within forty-five (45) days following its receipt of the Draft Closing Date Balance Sheet, the Seller does not dispute the Draft Closing Date Balance Sheet, such balance sheet shall be deemed to be the consolidated balance sheet of the Company on the Closing Date (the "Closing Date Balance Sheet").
(c) If the Seller has any objections to the Draft Closing Date Balance Sheet, it will deliver a detailed statement in writing describing its objections to the Purchaser within forty-five (45) days after receiving the Draft Closing Date Balance Sheet. Purchaser and Seller will use commercially reasonable efforts to resolve any such objections themselves. If Purchaser and Seller achieve a final resolution of the Seller's objections to the Draft Closing Date Balance Sheet within thirty (30) days after the Purchaser's receipt of the Seller's written statement of such objections, such resolution shall be set forth in writing and such Draft Closing Date Balance Sheet, together with any revisions thereto agreed upon by and between the Purchaser and the Seller pursuant to this Section 2.06(c), shall be deemed to be the Closing Date Balance Sheet. The Purchaser and the Seller shall be entitled to prepay any amounts not in dispute or as to which the parties achieve final resolution (such amounts actually paid "Prepayments") plus interest at the Applicable Rate between the Closing Date and the date of such Prepayment. Any party making a Prepayment shall provide two (2) Business Days advanced written notice thereof to the other party.
(d) If the Purchaser and the Seller do not achieve a final resolution of the Seller's objections to the Draft Closing Date Balance Sheet within thirty (30) days after the Purchaser's receipt of the Seller's written statement of such objections, the parties will jointly engage an Independent Accountant to resolve any disputes remaining between the parties. The Purchaser and the Seller shall instruct the Independent Accountant to deliver its written determination to the Purchaser and the Seller no later than the thirtieth (30th) day after such dispute was...
Preparation of Closing Date Balance Sheet. As soon as practicable after the Closing, and in any event within twenty (20) days following the Closing Date, Seller shall prepare (and Buyer shall cooperate with Seller) the Closing Date Balance Sheet setting forth the current assets and current liabilities for HBI and the HBI Subsidiaries on a consolidated basis (excluding the Excluded Items and any amounts relating to the Supplemental Executive Retirement Plan for the Chief Executive Officer of HBI referred to in Schedule 4.16(a)) as of the Deemed Date ("Closing Date Working Capital").
Preparation of Closing Date Balance Sheet. Preparation of Draft Closing Date Balance Sheet, Audited Closing Date Balance Sheet and Calculations.
Preparation of Closing Date Balance Sheet. (i) Within sixty (60) days after the Closing Date, Purchaser Representative will prepare and deliver to Seller Representative draft balance sheets for the Companies as of the close of business on the Closing Date (determined on a pro forma basis as though the parties had not consummated the transactions contemplated by this Agreement) (the “Draft Closing Date Balance Sheet”) together with Purchaser Representative’s calculation of (A) the DBC Net Book Value with respect to DBC and
Preparation of Closing Date Balance Sheet. Within sixty (60) days after the Closing Date, Price Waterhouse shall prepare and deliver to the Buyer a consolidated balance sheet for the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with U.S. generally accepted accounting principles ("GAAP"), using the same methods and criteria employed in connection with the preparation of the Company's December 31, 1994, consolidated balance sheet ("Latest Year-End Balance Sheet").
Preparation of Closing Date Balance Sheet. (a) Draft Closing Date Balance Sheet
(i) Promptly after the Closing Time, the Purchaser shall prepare, at the Purchaser’s expense, a draft of the Closing Date Balance Sheet and a draft calculation of Closing Date Working Capital, including the supporting profit and loss statements, which shall all be delivered to the Vendor no later than the 60th day following the Closing Date.
Preparation of Closing Date Balance Sheet. (i) Within 60 days after the Closing Date, the Buyer will prepare and deliver to the Sellers a draft consolidated balance sheet (the “Draft Closing Date Balance Sheet”) for the Targets as of the close of business on the Closing Date (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement). The Buyer will prepare the Draft Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements.
(ii) If the Sellers have any objections to the Draft Closing Date Balance Sheet, they will deliver a detailed statement describing their objections to the Buyer within 30 days after receiving the Draft Closing Date Balance Sheet. The Buyer and the Sellers will use reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within 30 days after the Buyer has received the statement of objections, however, the Buyer and the Sellers will select an accounting firm mutually acceptable to them to resolve any remaining objections. If the Buyer and the Sellers are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. The Buyer will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this
Preparation of Closing Date Balance Sheet. Parent shall prepare, as promptly as possible after the Closing, and in no event later than 180 days after the Closing Date, an unaudited balance sheet of the Company as of December 31, 1999 (the "1999 Balance Sheet") and an unaudited balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet" and, together with the 1999 Balance Sheet, the "Balance Sheets"), which shall be prepared in accordance with GAAP and on a consistent basis. The Selling Shareholders shall have the right to review the Closing Date Balance Sheet prior to Parent finalizing it; provided, however, that, absent manifest error, the Closing Date Balance Sheet shall be final and binding upon the parties. The cost of the preparation of the Balance Sheets shall be borne by Parent. The Company and the Selling Shareholders shall fully cooperate with Parent in the preparation of the Balance Sheets and the Financial Statements (as defined below).
Preparation of Closing Date Balance Sheet. (i) Within 60 days after the Closing Date, Purchaser will prepare and deliver to Seller a draft balance sheet (the “Draft Closing Date Balance Sheet”) for the Company as of the close of business on the Closing Date, upon which Purchaser shall include Purchaser’s calculation of the Net Working Capital. Purchaser will prepare the Draft Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; provided, however, that assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year-end (which normally are determined through the application of so-called interim accounting conventions or procedures) shall be determined, for purposes of the Draft Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent reviewed balance sheet included within the Financial Statements.
(ii) If Seller has any objections to the Draft Closing Date Balance Sheet, Seller shall deliver a detailed statement describing such objections to Purchaser within 30 days after receiving the Draft Closing Date Balance Sheet. Purchaser and Seller shall use
Preparation of Closing Date Balance Sheet. Without undue delay, but in no event later than six (6) weeks after Closing Date, the Seller will prepare and deliver to the Buyer a balance sheet for the Target as of the end of the business year 2003 (the "Financial Statements") in addition to the financial statements disclosed to the Buyer during Due Diligence.