Preparation of Closing Date Financial Statements Sample Clauses

The Preparation of Closing Date Financial Statements clause requires one party, typically the seller, to prepare and deliver accurate financial statements as of the closing date of a transaction. These statements usually include balance sheets, income statements, and other relevant financial documents that reflect the company's financial position at the time of closing. By mandating the timely provision of up-to-date financial information, this clause ensures transparency and allows the buyer to verify the company's financial status before finalizing the deal, thereby reducing the risk of misunderstandings or disputes regarding the company's value.
Preparation of Closing Date Financial Statements. As promptly as practicable, but not later than sixty (60) days after the Closing Date, Purchaser shall — after consulting with the Sellers — prepare or cause to be prepared and deliver to Sellers’ Representative in text form a calculation of the figures identified in Exhibit 2.2 as relevant for, and the calculation of the Adjustment Amount as of 31 May 2015 (“Closing Date Financial Statements”).
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Preparation of Closing Date Financial Statements. 2.7.1 Within 60 Business Days following the Closing Date, the Vendors will cause the Corporation’s Accountant to prepare and deliver to the Purchaser drafts of: (a) a statement of financial position and a statement of profit and loss for the Corporation as of the Closing Date (the “Closing Date Financial Statements”); (b) a statement setting forth the calculation of the Closing Date Debt (the “Closing Date Debt Statement”); (c) a statement setting forth the Closing Date Net Working Capital (the “Closing Date Working Capital Statement”); (d) such other financial statements as may be required in order for the Purchaser to meets its obligation as a reporting issuer pursuant to applicable securities laws, including the preparation of a business acquisition report, or the requirements of the CSE The Vendors will provide the Purchaser, the Purchaser’s accountant and other professional advisors with access to all of the Vendor's and the Corporation’s accounting books and records and the appropriate personnel relating to the Corporation, and will cooperate fully with the Purchaser, the Purchaser’s accountant and other professional advisors to the extent reasonably required to verify the accuracy, presentation and other matters relating to the preparation of the Draft Statements. 2.7.2 Within fifteen (15) Business Days following delivery to the Purchaser of the Draft Statements, the Purchaser will notify the Vendors in writing if the 2.7.3 If the Purchaser disputes any of the Draft Statements, the Parties will work expeditiously and in good faith in an attempt to resolve the dispute within a further period of twenty (20) Business Days after the date of delivery of the Notice of Objection to the Vendor, and failing resolution either party may submit the dispute to the Independent Accountant for final determination. In making a determination, the Independent Accountant will only decide on the amounts in dispute set forth in the Notice of Objection. The Vendors and the Purchaser will use commercially reasonable efforts to cause the Independent Accountant to complete his work and make a determination within thirty (30) days of his engagement. The Independent Accountant will allow each party to present their respective positions regarding the Draft Statements, and each party will have the right to present additional documents, materials and other information, and to make an oral presentation to the Independent Accountant regarding the dispute. The Independent Accountant...
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Preparation of Closing Date Financial Statements. (a) Within fifteen (15) calendar days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Buyer and Seller a draft balance sheet of the Company at the Closing Date, and related draft statements of income for the fiscal year then ended (the "Draft (b) Buyer shall use all reasonable commercial efforts to cause KPMG, within forty-five (45) days of the Closing Date, (i) to review the Draft Closing Date Financial Statements, and to issue a reviewed balance sheet of the Company at the Closing Date, and related reviewed statements of income for the fiscal year then ended, together with a review report thereon by KPMG (the "Closing Date Financial Statements"), and (ii) to deliver the Closing Date Financial Statements to Buyer, Seller and the Company. The Closing Date Financial Statements shall be prepared in accordance with GAAP (except that inventory will be priced at the lower of cost or net realizable value, with cost determined on a last invoiced value basis, and the Company's inventory will be overstated and its accounts receivable understated by an equal amount due to the Company's methodology for accruing for sales returns). (c) Upon reasonable prior written notice from Seller, KPMG will make the work papers and back-up materials used in preparing the Closing Date Financial Statements, and the books and records of the Company relating thereto, available to Seller and its attorneys, accountants, agents and other representatives (including the right to make photocopies) at any reasonable times that they may so request; provided, however, that Seller shall schedule such access through an authorized representative of Buyer and in such a way as to avoid material disruption of the normal business operations of the Company. (d) Upon reasonable prior written notice from Buyer, Arth▇▇ ▇▇▇e▇▇▇▇ (▇▇d/or any other accountants of Seller having custody or control thereof) will make the work papers and back-up materials, if any, used in preparing the Interim Financial Statements, FY98 Financial Statements, and any other pre-Closing financial statements of the Company, and any books and records (or copies thereof) of the Company relating thereto in their custody or control, available to Buyer and its attorneys, accountants (including KPMG), agents and other representatives (including the right to make photocopies) at any reasonable times that they may so request; provided, however, that Buyer shall schedule such access through an authorized repr...
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Preparation of Closing Date Financial Statements. As soon as practicable, but in no event later than seventy-seven (77) calendar days after the Closing Date, Buyer shall cause Buyer’s Accountants to perform a review of the consolidated financial statements of Sellers as of the Closing Date, including a computation as of the Closing Date of Net Working Capital (the “Final Net Working Capital”) (the “Closing Date Financial Statements”). The Closing Date Financial Statements with respect to, as well as the financial information supporting the computations of the Final Net Working Capital, shall be prepared in accordance with GAAP, on a basis consistent with the preparation of the Balance Sheets. The Final Net Working Capital Adjustment Amount shall be determined by deducting the Preliminary Net Working Capital from the Final Net Working Capital (the “Final Net Working Capital Adjustment Amount”), subject to final determination of such amounts pursuant to this Section 2.5.
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Preparation of Closing Date Financial Statements. (a) On or before Closing, Boardtown will deliver audited financial statements for the fiscal year ending December 31, 2003 and unaudited statements for the quarter ending March 31, 2004 (reviewed by ▇.▇. ▇▇▇▇ and Company) in a form and content acceptable to Tucows and prepared on a consistent basis. (b) Within 60 days after the Closing Date, for the stub period from April 1, 2004 to Closing, Tucows may prepare and deliver to the Shareholders draft financial statements (the “Draft Closing Date Financial Statements”) for Boardtown 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). Tucows will prepare the Draft Closing Date Financial Statements in accordance with US GAAP (as hereafter defined) applied on a basis consistent with the preparation of the Boardtown audited Financial Statements for the period ending December 31, 2003. (c) If the Shareholders have any objections to the Draft Closing Date Financial Statements, they will deliver a detailed, written statement describing their objections to Tucows within 30 days after receiving the Draft Closing Date Financial Statements. Tucows and the Shareholders will use reasonable efforts to resolve any such objections themselves. If such parties do not obtain a final resolution within 30 days after Tucows has received the statement of objections, however, Tucows auditors(the “Accountant”) will be requested by the parties to resolve any remaining objections. Tucows will revise the Draft Closing Date Financial Statements as appropriate to reflect the resolution of any objections thereto pursuant to this S. 1.9(c). The “Closing Date Financial Statements” shall mean the Draft Closing Date Financial Statements together with any revisions thereto pursuant to this S. 1.9(c).
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Preparation of Closing Date Financial Statements 
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Related to Preparation of Closing Date Financial Statements

  • 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).

  • Preparation of the Financial Statements The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

  • Preparation of Financial Statements The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, as of the dates indicated, and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved. The financial statement schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.

  • Audits and Financial Statements A. Audits i. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee will be subject to the sanctions and remedies for non-compliance with this Contract. ii. If Grantee, within ▇▇▇▇▇▇▇’s fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. iii. If Grantee, within ▇▇▇▇▇▇▇’s fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and UGMS. iv. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS, as applicable, for their program-specific audits. v. Each Grantee that is required to obtain a single audit must competitively re-procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. B. Financial Statements Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide financial statements.

  • Unaudited Financial Statements The School shall prepare and submit its unaudited annual financial statements to the Commission by September 15 of the subsequent fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances.