Review of Closing Date Financial Statements Clause Samples

Review of Closing Date Financial Statements. 3.3.1 Sellers shall have the opportunity to review the Closing Date Financial Statements during a period of sixty (60) days after receipt thereof. If Sellers believe that the Closing Date Financial Statements have not been prepared in accordance with the principles set forth in Section 3.2, Sellers may, within such sixty (60) day period, deliver a written notice to Purchaser disagreeing with Purchaser’s calculation and setting forth Sellers’ calculation of all relevant items and amounts. Any such notice of disagreement shall specify, in reasonable detail, those items and amounts as to which Sellers disagree and state the grounds for such disagreement. 3.3.2 Purchaser shall, upon Sellers’ reasonable advance notice and during normal business hours, provide Sellers and their representatives access to all relevant books and records of the Company relating to accounts prior to and including the Closing Date and allow them interviews with the Company’s managing directors and relevant employees, to the extent reasonably necessary and practicable for the purpose of Sellers’ review pursuant to Section 3.3.1
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Review of Closing Date Financial Statements. Newco shall complete its review of the Closing Date Financial Statements within thirty (30) days after delivery thereof by Philips. In the event that Newco determines that the Closing Date Financial Statements have not been prepared on the basis set forth in Section 2.7(a), Newco shall, on or before the last day of such 30-day period, so inform Philips in writing (such writing, “Newco’s Objection”), setting forth a detailed description of the basis of Newco’s determination and the adjustments to the Closing Date Financial Statements that Newco believes should be made; provided, however, that (i) no item of dispute shall be the subject of Newco’s Objection unless the amount proposed by Newco for such item differs from the amount of such item for purposes of the preparation of the Closing Date Financial Statements delivered pursuant to Section 2.7(a) by more than €250,000 and the aggregate amount of Newco’s adjustments would cause the Closing Date Financial Statements (if accepted in accordance with the succeeding paragraph) to differ from the Closing Date Financial Statements delivered pursuant to Section 2.7(a) by more than €10 million, in which case the entire amounts and not just the excess over €250,000 or €10 million, as the case may be, may be proposed; (ii) unless a proposal is made based on a consistent application of the accounting methods, policies, practices and procedures set forth in Section 2.7(a), no item of dispute shall be the subject of Newco’s Objection that is based on developments after the Closing Date or involves a judgment as to the future prospects of the Business or similar matters that are forward-looking in nature; and (iii) no adjustments shall be permitted to the extent they relate to (A) the specific indemnity rights set out in this Agreement relating to Company X Claims, Company X Losses or Related Claims, (B) the specific Tax indemnities set out in Section 6.9 (but for the avoidance of doubt it being understood that if a particular Tax Liability is included in the definition of Closing Date Net Working Capital, nothing shall prevent Newco from proposing adjustments for such items and if and to the extent such items result in an adjustment of the Purchase Price there shall be no double claim under Section 6.9) or (C) matters that are the subject of a settled indemnification claim already notified under this Agreement. In connection with, and as a condition to, the resolution of Newco’s Objection, Philips and Newco shall enter...
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Related to Review 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).

  • Interim Financial Statements The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2012 and the related unaudited consolidated statements of income and cash flows for the six months then ended fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end audit adjustments).

  • 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.

  • Review of Financial Statements For a period of three (3) years after the date of this Agreement, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.

  • Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such consultation.