Preliminary Balance Sheet. (a) Source will cause to be prepared and delivered to NDC a balance sheet for Source, pro forma giving effect to the Divestiture, as of the most recent month ending more than ten days prior to the Closing Date (the "Preliminary Balance Sheet") and a certificate based on such Preliminary Balance Sheet setting forth Source's calculation of Working Capital, Current Assets and Current Liabilities as of such date ("
Preliminary Balance Sheet. (a) PMSI will cause to be prepared and delivered to NDC a balance sheet for PMSI Database as of the most recent month ending more than ten days prior to the Closing Date (the "Preliminary Balance Sheet") and a certificate based on such Preliminary Balance Sheet setting forth PMSI's calculation of Working Capital, Current Assets and Current Liabilities as of such date ("
Preliminary Balance Sheet. On the date being five (5) days prior to the Closing Date, Lanacom shall deliver a balance sheet of Lanacom, as of June 30, 1997 (as adjusted to reflect (x) the exercise of outstanding Lanacom Warrants for Lanacom Common Shares, or the expiration or cancellation of the Lanacom Warrants and (y) the exchange of outstanding Lanacom indebtedness for Lanacom Common Shares, in each case pursuant to the Pre-Closing Reorganization (as defined in Section 2.2(a)(iii) hereof), at any time from June 30, 1997 to Closing), prepared by Lanacom in consultation with Lanacom's auditors and BackWeb Parent (the "Preliminary Balance Sheet"). The Preliminary Balance Sheet shall be prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") consistent with the basis of accounting and procedures and methods employed by Lanacom in preparing the Lanacom Financial Statements.
Preliminary Balance Sheet. The unaudited pro forma balance sheet of the Business, dated as of August 23, 1997 (the "Preliminary Balance Sheet"), set forth in Schedule 4.4, presents fairly the pro forma financial condition of the Business (including the Real Property) as at such date in accordance with the Accounting Principles.
Preliminary Balance Sheet. 4.5 Absence of Certain Liabilities and Changes....................... 4.6 Inventory........................................................ 4.7 Receivables...................................................... 4.8 Taxes............................................................ 4.9
Preliminary Balance Sheet. Prior to the Closing Date, the Seller and the Buyer shall prepare jointly an unaudited balance sheet for the Company (which may or may not contain notes), dated as of September 30, 2006 (the “Preliminary Balance Sheet”). The Preliminary Balance Sheet shall be prepared in accordance with GAAP. The Seller shall make available to the Buyer copies of all work papers and other documents and data as were used to prepare the Preliminary Balance Sheet (and any items therein).
Preliminary Balance Sheet. For purposes of determining the Working Capital and the Purchase Price payable by the Buyer at the Closing, on or before the Closing Date, the Company has delivered to Buyer a balance sheet of the Juice Division (the “Preliminary Balance Sheet”) as of the close of business on the business day immediately prior to the Closing Date (hereinafter the “Effective Time”), which Preliminary Balance Sheet represents the Company’s reasonable estimate of the Working Capital as of the Effective Time, such balance sheet to be in form and detail identical to, and in its accounting principles and policies consistent in every respect with, the Company’s past practices and accompanied by schedules setting forth in reasonable detail all assets and liabilities included therein. Such balance sheet or the accompanying schedules contains sufficient detail of the Inventory, Trade Accounts Receivable and Trade Accounts Payable for the determination of Working Capital.
Preliminary Balance Sheet. The SAP pro forma balance sheet of the Company at March 31, 1999, and which sets forth a Net Equity equal to or greater than the Preliminary Net Equity and which gives pro forma effect to the termination of the Pooling Agreement, the termination and commutation of reinsurance agreements pursuant to Section 6.7 and the acquisition by the Company of the Nonstandard Business as of such date.
Preliminary Balance Sheet. Three business days prior to the Closing, Seller will deliver to Purchaser a preliminary balance sheet, reflecting Seller’s good faith estimate of the Closing Net Asset Position of Seller as of the Closing Date (“Preliminary Balance Sheet”). Based on the Preliminary Balance Sheet and the anticipated adjustments described in clause (ii) of Section 2.1(b), Seller and Purchaser will, in good faith, determine a preliminary estimate of the Base Number (“Preliminary Base Number”) for purposes of determining the Preliminary Base Shares to be delivered to Seller at the Closing pursuant to Section 2.3.
Preliminary Balance Sheet. Sellers shall have delivered to Buyers a preliminary balance sheet reflecting Sellers' estimate of the Tangible Net Book Value of ESCO as the close of business on February 16, 1996. The preliminary balance sheet and the Estimated TNBV shall be subject to the Buyers' satisfaction, in the Buyers' sole discretion, that (i) the preliminary balance sheet and the Estimated TNBV reflected thereon were prepared in accordance with the Accounting Principles; and (ii) the preliminary balance sheet and the Estimated TNBV fairly represent the financial condition of ESCO and Holdings at the close of business on February 16, 1996. By their execution hereof, Buyers acknowledge that they have received such balance sheet and that this condition to closing has been satisfied.
