Preparation of Final Closing Balance Sheet Sample Clauses

Preparation of Final Closing Balance Sheet. (i) As promptly as practicable, but no later than 60 days after the Closing Date, Parent shall prepare and deliver to the Securityholders’ Representative (A) a balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Parent’s best estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and (B) the Net Working Capital of the Company based on the Closing Balance Sheet. The Closing Balance Sheet shall be prepared in accordance with GAAP and using the same GAAP accounting principles, practices, methodologies and policies that were used to prepare the Estimated Closing Balance Sheet. (ii) Unless the Securityholders’ Representative deliver the Dispute Notice within 30 days after receipt of the Closing Balance Sheet, such Closing Balance Sheet shall be deemed the “Final Closing Balance Sheet,” shall be binding upon the Securityholders and Parent and shall not be subject to dispute or review. If the Securityholders’ Representative disagrees with the Closing Balance Sheet, the Securityholders’ Representative may, within 30 days after receipt thereof, notify Parent in writing (the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Closing Balance Sheet, including all supporting documentation thereto, and the Securityholders’ Representative shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet delivered pursuant to this Section 3.5(b). Parent and the Securityholders’ Representative shall first use commercially reasonable efforts to resolve such dispute between themselves and, if Parent and the Securityholders’ Representative are able to resolve such dispute, the Closing Balance Sheet shall be revised to the extent necessary to reflect such resolution, shall be deemed the “Final Closing Balance Sheet” and shall be conclusive and binding upon the Securityholders and Parent and shall not be subject to dispute or review. If Parent and the Securityholders’ Representative are unable to resolve the dispute within 15 days after receipt by Parent of the Dispute Notice, Parent and the Securityholders’ Representative shall submit the dispute to Parent’s independent accounting firm (the “Accou...
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Preparation of Final Closing Balance Sheet. (a) For purposes of this Article 10:
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Preparation of Final Closing Balance Sheet. As soon as practicable following the Closing Date, and in any event within 30 days thereof, Seller shall prepare and deliver to Purchaser (i) a definitive closing balance sheet reflecting Seller’s final calculation and determination of the Closing Balance Sheet Assets, Closing Balance Sheet Liabilities and Closing Book Value as of the close of business on the Closing Date and immediately prior to giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements (the “Final Closing Balance Sheet”), (ii) a calculation of the Closing Book Value Surplus or Closing Book Value Deficit, as the case may be, if any, based upon the Final Closing Balance Sheet, (iii) a calculation of the Retail Deposits as of the close of business on the Closing Date (the “Closing Date Retail Deposits”) and (iv) a calculation of the Closing Premium Increase Amount or Closing Premium Decrease Amount, as the case may be, based upon the Closing Date Retail Deposits, if applicable. The Final Closing Balance Sheet shall (x) fairly present the Closing Balance Sheet Assets, Closing Balance Sheet Liabilities and Closing Book Value as of the close of business on the Closing Date and immediately prior to giving effect to the transactions contemplated by this Agreement and the Ancillary Agreements, (y) include line items substantially consistent with those used in the preparation of the balance sheets included in the Seller Financial Statements and (z) be prepared in accordance with GAAP. Purchaser shall, and shall cause its representatives to, cooperate with Seller and provide timely access to all relevant information for purposes of preparing the Final Closing Balance Sheet, including, without limitation, making available to Seller such books, records, work papers and personnel, to the extent necessary and relevant to such preparation.
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Preparation of Final Closing Balance Sheet. The Final Closing Balance Sheet shall be prepared from the books and records of Seller in accordance with the following: (a) Assets shall be valued at $8,501,698; which the Parties agree was the value as of May 31, 1998, plus or minus any activity with respect thereto, including acquisitions and dispositions thereof in the period between May 31, 1998 and Closing; determined on a basis consistent with generally accepted accounting principals ("GAAP") applied on a consistent basis. (b) Liabilities shall be valued at $1,839,605, which the Parties agree was the value as of May 31, 1998 plus or minus activity with respect thereto in the period between May 31, 1998 and Closing valued in accordance with GAAP applied on a consistent basis. (c) Notwithstanding anything herein to the contrary, the Parties agree the value of Inventory as of May 31, 1998 was fixed
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Preparation of Final Closing Balance Sheet. Accountant shall, within thirty (30) days after the Initial Closing Date, update and finalize, in accordance with the parameters in Section 4.1 and the working capital instructions in Schedule 4.1, a balance sheet of the Company as of the Closing Balance Sheet Date (the "Final Closing Balance Sheet") and its determination of the Working Capital of the Company strictly in accordance with the working capital instructions in Schedule 4.1 (the "Final Adjusted Working Capital of the Company"). A copy of the Final Closing Balance Sheet shall be delivered by Accountant to each of Purchaser, the Company and the Selling Shareholders and Accountant shall issue a compilation report to each of Purchaser, the Company and the Selling Shareholders certifying: (a) the Final Adjusted Working Capital of the Company; (b) the extent to which the Final Adjusted Working Capital of the Company exceeds or is less than Rupiah 5,000,000,000 (five billion); (c) the amount of the Net Working Capital Reimbursement; and (d) whether or not ninety (90) percent or more of the Company's current assets as defined in Section 4B of Schedule 4.1, as at the Closing Balance Sheet Date, were represented by cash and/or realisable cash equivalents and/or accounts receivable from the KSO Unit. FCR and Astratel, on behalf of Selling Shareholders, shall use their reasonable efforts to procure the services of one or more persons who are now employees of the Company, on a contract basis as needed, to assist Accountant in the audit of the Final Closing Balance Sheet (the "Contract Consultants"). Purchaser and FCR and Astratel, as necessary, shall cooperate with Accountant in the preparation of the Final Closing Balance Sheet.
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Related to Preparation of Final Closing Balance Sheet

  • 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.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • 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).

  • 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 Date Balance Sheet (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.