Preparation of Estimated Closing Balance Sheet. (i) The Company shall prepare in good faith and, at least three Business Days prior to the Closing Date, deliver to Buyer an estimated balance sheet of the Company, which shall be reasonably acceptable to Buyer, as of the close of business on the day immediately prior to the Closing Date, reflecting thereon the Company’s best estimate of all balance sheet items of the Company (the “Estimated Closing Balance Sheet”). The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP, consistently applied (except no footnotes shall be required), and using the same GAAP accounting principles, practices, methodologies and policies, that were used to prepare the Base Balance Sheet. (ii) Following receipt of the Estimated Closing Balance Sheet, the Company shall permit Buyer and its representatives at all reasonable times and upon reasonable notice to review the Company’s working papers relating to the Estimated Closing Balance Sheet as well as all of the Company’s accounting books and records relating to the determination of the Estimated Closing Balance Sheet, and the Company shall make reasonably available its representatives responsible for the preparation of the Estimated Closing Balance Sheet in order to respond to the reasonable inquiries of Buyer.
Appears in 2 contracts
Sources: Asset Purchase Agreement, Asset Purchase Agreement (Brightcove Inc)