Estimated Closing Date Balance Sheet. No earlier than ten Business Days prior to the Closing nor later than three Business Days prior to the Closing, the Shareholders shall deliver a balance sheet for the Company prepared as of the Closing Date (the "Estimated Closing Date Balance Sheet"). The Estimated Closing Date Balance Sheet shall be prepared in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar. The Estimated Closing Date Balance Sheet shall set forth, in addition to other items required by PentaStar's application of GAAP, the amount, as of the Closing Date, of
Estimated Closing Date Balance Sheet. No earlier than ten Business Days prior to the Closing or later than three Business Days prior to the Closing, the Shareholders will deliver a balance sheet for the Company prepared as of the Closing Date (the "Estimated Closing Date Balance Sheet"). The Estimated Closing Date Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the historical accounting practices of the Company used in connection with the preparation of the Company's audited balance sheet for the period ended December 31, 1998. The Estimated Closing Date Balance Sheet will set forth, in addition to other items required by GAAP, the amount of (i) Cash held by the Company, (ii) the Closing Date Liabilities and each item thereof, and (iii) the Retained Liabilities described in clauses (b), (c) and (d) of the definition of Retained Liabilities and each item thereof.
Estimated Closing Date Balance Sheet. 7 Estimated Net RBC Deficit................................................ 70 Estimated RBC Calculation................................................ 70
Estimated Closing Date Balance Sheet. Parent shall have received ------------------------------------ from the Company the Estimated Closing Date Balance Sheet pursuant to Section ------- 5.14 hereof. ---- (t)
Estimated Closing Date Balance Sheet. The Company shall have delivered the Estimated Closing Date Balance Sheet to Buyer.
Estimated Closing Date Balance Sheet. No more than five business days and no less than one full business day before the Closing Date, the Shareholder will deliver to the Buyer an unaudited estimated balance sheet of the Company, estimated as of the time of the Closing (the “Estimated Closing Date Balance Sheet”), prepared in conformity with GAAP applied on a consistent basis.
Estimated Closing Date Balance Sheet. 3.3.1. Ten (10) days prior to the anticipated Closing Date, Seller shall prepare and deliver to Purchaser, and Purchaser and Purchaser's accountants shall jointly review, (i) the Estimated Closing Date Balance Sheet, (ii) Seller's calculation of the Estimated Closing Date Working Capital and (iii) Seller's calculation of the Estimated Working Capital Adjustment.
Estimated Closing Date Balance Sheet. Attached hereto as Exhibit A is Seller’s estimated balance sheet (the “Estimated Closing Date Balance Sheet”) for the Company determined in accordance with GAAP consistently applied as of the close of business on the Closing Date, except for the allocation of the GD Payment to Seller as reflected on the Estimated Closing Date Balance Sheet (the “GD Payment Exception”). The Estimated Closing Date Balance Sheet includes a determination of the Estimated Closing Date Net Book Value as of the close of business on the Closing Date, subject to the GD Payment Exception. “Estimated Closing Date Net Book Value” means the excess of the Company’s total assets over its total liabilities shown on the Estimated Closing Date Balance Sheet after giving effect to the repayment of the Pre-Closing Indebtedness on or before the Closing Date and calculated in accordance with GAAP consistently applied, subject to the GD Payment Exception. The calculation of the Estimated Closing Date Net Book Value is set forth on Exhibit A.
Estimated Closing Date Balance Sheet. Sellers (other than Sirrom) and Company shall have delivered the Estimated Closing Date Balance Sheet to Buyer.
Estimated Closing Date Balance Sheet. In connection with the Closing, the Shareholders will deliver a balance sheet for the Company prepared as of the Closing Date (the "Estimated Closing Date Balance Sheet"). The Estimated Closing Date Balance Sheet will be prepared in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar used in connection with its audit for the year ended December 31, 1999. The Estimated Closing Date Balance Sheet will set forth, in addition to other items required by GAAP, the amount of (i) cash held by the Company, (ii) cash collected by the Company after December 31, 1999 attributable to the collection by the Company of all Past Due 12/31 Receivables, (iii) the Retained Liabilities described in clause (b) of the definition of Retained Liabilities and each item thereof, and (iv) all Closing Date Liabilities and each item thereof. On or before the Closing Date, the Shareholders shall pay or cause the Company to pay all Closing Date Liabilities, and the Estimated Closing Date Balance Sheet shall reflect those payments. As a result, the only Liabilities reflected on the Estimated Closing Date Balance Sheet should be the Retained Liabilities, unless the Shareholders have failed to pay any Closing Date Liabilities prior to the Closing.
