Estimated Closing Balance Sheet Sample Clauses

Estimated Closing Balance Sheet. (i) Prior to the Closing Date, the Selling Companies shall prepare, or cause to be prepared, in good faith an estimated consolidated balance sheet of the Selling Companies and their Subsidiaries as of the Closing Date (the “Estimated Closing Balance Sheet”) prepared in accordance with GAAP using the Working Capital Accounting Principles, and a calculation based upon such Estimated Closing Balance Sheet setting forth in reasonable detail as of immediately prior to the scheduled Closing the estimated amount of Net Working Capital (the “Estimated Net Working Capital”). Not later than ten (10) Business Days prior to the Closing Date, the Selling Companies shall deliver to Parent (A) the Estimated Closing Balance Sheet, together with worksheets and data that support the Estimated Closing Balance Sheet and the Estimated Net Working Capital and (B) a certificate of an executive officer of each of the Selling Companies certifying that the Estimated Closing Balance Sheet and the Estimated Net Working Capital were prepared in accordance with this Section 3.7. Each of the Selling Companies shall also certify that, assuming that Parent pays off all of the outstanding Indebtedness of the Selling Companies and their Subsidiaries, immediately following the Effective Times, the Selling Companies and their Subsidiaries shall have no Indebtedness outstanding. The Selling Companies shall give, and shall cause its advisers to give, Parent and its advisers reasonable access to such books, records and personnel of the Selling Companies (including the work papers of the Selling Companies and their accountants relating to the preparation of the Estimated Closing Balance Sheet and the Estimated Net Working Capital) as may be necessary to enable Parent and its advisers to review the Estimated Closing Balance Sheet and the Estimated Net Working Capital prior to the Closing. Parent shall have five (5) Business Days following the receipt of the Estimated Closing Balance Sheet to review the same and the calculation of the Estimated Net Working Capital. On or prior to the expiration of such five-Business Day period, Parent may deliver to the Selling Companies a written statement (“Parent Notice”) accepting or objecting in good faith to the Estimated Closing Balance Sheet and/or the calculation of the Estimated Net Working Capital (or any portion thereof). In the event that Parent shall object to the Estimated Closing Balance Sheet and/or the Estimated Net Working Capital, such Parent No...
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Estimated Closing Balance Sheet. The Estimated Closing Balance Sheet not less than two (2) Business Days prior to the Closing Date pursuant to Section 2.3(b).
Estimated Closing Balance Sheet. Not less than two (2) Business Days prior to the Closing Date, the Members shall deliver to FAAC an estimated, unaudited consolidated balance sheet (the “Estimated Closing Balance Sheet”) of the Companies as of the Closing Date, together with all supporting documentation. The Estimated Closing Balance Sheet shall be prepared by Members, in accordance with GAAP and in a manner consistent with the December 2005 Balance Sheet except that the Estimated Closing Balance Sheet shall include a calculation of theAdjusted Closing Net Working Capital” (hereinafter defined). For purposes of this Agreement, the terms “Adjusted Closing Net Working Capital” and “Closing Net Working Capital” shall have the following meanings.
Estimated Closing Balance Sheet. At least ten (10) days prior to the Closing, the Company shall deliver to the Optionee and each Optionor an estimated consolidated balance sheet of the Company as of the close of business on the Measurement Date with the estimated consolidated book value of the Company reflected therein (“Estimated Closing Balance Sheet”). The Company shall prepare the Estimated Closing Balance Sheet in the same manner as the consolidated balance sheet comprising part of the financial statements issued by the Company and audited by Ernst & Young LLP as of December 31, 2004.
Estimated Closing Balance Sheet. At least three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a Balance Sheet that sets forth Seller’s reasonable, good faith estimate of the amount of the Net Working Capital as of the Effective Time (the “Estimated Closing Balance Sheet”).
Estimated Closing Balance Sheet. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Estimated Closing Balance Sheet”), certified by the Chief Financial Officer of the Company, setting out its good faith estimate of the following amounts, in each case as at the anticipated Closing Date:
Estimated Closing Balance Sheet. For purposes of determining the ------------------------------- estimated Company Purchase Price payable by the Buyer at the Closing, not less than ten (10) business days prior to the Closing Date, Company shall, in consultation with the Buyer, prepare and deliver to Buyer a balance sheet of Company as of the close of business on the business day immediately prior to the Closing Date which shall represent Company's reasonable estimate of the Final Closing Balance Sheet. Such balance sheet shall be in form and detail identical to, and in its accounting principles and policies consistent in every respect with, the Recent Balance Sheet, and shall be accompanied by schedules setting forth in reasonable detail all assets and liabilities included therein. Such balance sheet or the accompanying schedules shall contain sufficient detail as to Company Assets and Assumed Liabilities for the determination of estimated Average Working Capital. In the event Buyer shall object to any of the information set forth on the Estimated Closing Balance Sheet or accompanying schedules as presented by Company, the parties shall negotiate in good faith and agree on appropriate adjustments to the end that such balance sheet and accompanying schedules reflect a reasonable estimate of the Final Closing Balance Sheet and estimated Average Working Capital (the Estimated Balance Sheet as determined by the parties pursuant to this subsection is herein referred to as the "Estimated Closing Balance Sheet"). In connection with the determination of the Estimated Closing Balance Sheet, Company shall provide to Buyer such information and detail as Buyer shall reasonably request.
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Estimated Closing Balance Sheet. Section 3.2(a)..........................................9
Estimated Closing Balance Sheet. (a) Preparation of the Estimated Closing Balance Sheet. As soon as reasonably practicable before the Closing Date, but in no event fewer than 4 (Four) days prior to Closing, C-CUBED shall prepare or cause to be prepared and shall deliver to Parent and Federal an Estimated Closing Balance Sheet for C-CUBED estimated as of the close of business on the Closing Date (the “Estimated Closing Balance Sheet”). The Estimated Closing Balance Sheet shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) and prepared in accordance with presently disclosed C-CUBED accounting methodology provided it is consistent with GAAP.
Estimated Closing Balance Sheet. At the Closing, the Company shall deliver to Parent an estimated closing balance sheet (the “Estimated Closing Balance Sheet”), including a calculation of Working Capital. “Working Capital“ shall mean the Company’s current assets less the Company’s current liabilities, in each case as reflected on the relevant balance sheet; it being understood that the amounts to be paid after the Closing to the employees of the Company listed on Schedule 3.03(a) (“Retention Bonuses”) shall be treated as a current liability for purposes of the calculation of Working Capital, even if not so treated in the Company Financial Statements. “Target Working Capital” shall be equal to negative One Hundred Fifty-Seven Thousand Seven Hundred Eighty-Five Dollars, or $(157,785). The Cash Consideration paid at Closing shall be adjusted as follows (the “Estimated Cash Consideration Adjustment”):
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