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 will consider the additional documents, materials and other information and such oral presentations. Any other documents, materials or other information will be copied to each party concurrent with their submission to the Independent Accountant and each party will be entitled to attend any oral presentation and to reply thereto. 2.7.4 If no Notice of Objection is given within the fifteen (15) Business Day period referred to in Section 2.7.3 or upon a resolution or a determination of a dispute in accordance with Section 2.7.3, the Draft Statements (as amended pursuant to any resolution or determination of a dispute in accordance with Section 2.7.3) will become final and binding upon the Parties, and the Vendor will deliver to the Purchaser in final form the Closing Date Financial Statements, the Closing Date Debt Statement and the Closing Date Working Capital Statement, whereupon the Closing Date Financial Statement and the determination of the Closing Date Debt and the Closing Date Working Capital will be final and binding upon the Parties and will not be subject to appeal. Notwithstanding the foregoing, the delivery of the Closing Date Financial Statement in final form, the Closing Date Debt Statement and the Closing Date Working Capital Statement will not limit or affect any rights or causes of action any Party may have with respect to the representations, warranties, covenants and indemnities contained in this Agreement.
Appears in 1 contract
Sources: Share Purchase Agreement
Preparation of Closing Date Financial Statements. 2.7.1 Within 60 Business Days following As soon as practicable, but in no event later than seventy-five (75) calendar days after the Closing Date, Acquiror shall cause Acquiror’s Accountants to perform a review of the Vendors will cause the Corporation’s Accountant to prepare consolidated financial statements of SPC and deliver to the Purchaser drafts of:
(a) a statement of financial position and a statement of profit and loss for the Corporation each Radio Subsidiary as of the Closing Date and for the period from the date of the Balance Sheet through the Effective Time, including a computation as of the Closing Date of (i) Net Working Capital (the “Final Net Working Capital”), (ii) Excluded Liabilities that are outstanding (the “Final Excluded Liabilities Amount”) and (iii) Excluded Taxes that are due or payable after the Effective Time (excluding any cash amount actually deposited into escrow as the “Tax Escrow Amount” under the Cable Escrow Agreement upon the closing of the Comcast Cable Transaction in respect of any such Excluded Taxes as to which SPC or SMC shall have access to pay Excluded Taxes after the Effective Time) (the “Final Tax Amount”) (the “Closing Date Financial Statements”);
(b) a statement setting forth . The Closing Date Financial Statements with respect to, as well as the calculation financial information supporting the computations of the Final Net Working Capital and the Final Excluded Liabilities Amount, shall be prepared in accordance with GAAP, on a basis consistent with the preparation of SPC’s audited financial statements for the year ended December 31, 2004. The Closing Date Debt (Financial Statements with respect to, as well as the “Closing Date Debt Statement”);
(c) information supporting the Final Tax Amount shall be prepared in accordance with applicable Tax law on a statement setting forth basis consistent with the Closing Date preparation of SPC’s prior Tax Returns. The Final Net Working Capital Adjustment Amount shall be determined by deducting the Preliminary Net Working Capital from the Final Net Working Capital (the “Closing Date Final Net Working Capital StatementAdjustment Amount”);
(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 Final Excluded Liabilities Adjustment Payoff Amount shall be determined by deducting the Vendor's and Preliminary Excluded Liabilities Payoff Amount from the Corporation’s accounting books and records and Final Excluded Liabilities Amount (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 will consider the additional documents, materials and other information and such oral presentations. Any other documents, materials or other information will be copied to each party concurrent with their submission to the Independent Accountant and each party will be entitled to attend any oral presentation and to reply thereto.
2.7.4 If no Notice of Objection is given within the fifteen (15) Business Day period referred to in Section 2.7.3 or upon a resolution or a determination of a dispute in accordance with Section 2.7.3, the Draft Statements (as amended pursuant to any resolution or determination of a dispute in accordance with Section 2.7.3) will become final and binding upon the Parties“Final Excluded Liabilities Adjustment Amount”), and the Vendor will deliver Final Tax Adjustment Amount shall be determined by deducting the Preliminary Tax Amount from the Final Tax Amount (the “Final Tax Adjustment Amount”), subject to the Purchaser in final form the Closing Date Financial Statements, the Closing Date Debt Statement and the Closing Date Working Capital Statement, whereupon the Closing Date Financial Statement and the determination of the Closing Date Debt and the Closing Date Working Capital will be final and binding upon the Parties and will not be subject such amounts pursuant to appeal. Notwithstanding the foregoing, the delivery of the Closing Date Financial Statement in final form, the Closing Date Debt Statement and the Closing Date Working Capital Statement will not limit or affect any rights or causes of action any Party may have with respect to the representations, warranties, covenants and indemnities contained in this AgreementSection 2.12.
Appears in 1 contract