Common use of Reference Balance Sheet Clause in Contracts

Reference Balance Sheet. At least 3 business days prior to the Closing Date, the Company will prepare and deliver to Buyer (i) a preliminary unaudited consolidated balance sheet of the Company and its Subsidiaries as of the open of business on the Closing Date (the “Reference Balance Sheet”), (ii) a good faith estimate of the amount and calculation of the Closing Working Capital, each of the Purchase Price Components and the Purchase Price and accompanied by a certificate of the chief financial officer of the Company to that effect (the items in clauses (i) and (ii), collectively, the “Estimated Closing Statement”), and (iii) the Allocation Schedule. The Company will prepare the Reference Balance Sheet in accordance with the Accounting Standards. Buyer shall have the right to review the Estimated Closing Statement and such supporting documentation or data as Buyer may reasonably request and to discuss them with the Company; provided that the failure to include in the Estimated Closing Statement any changes proposed by Buyer, or the acceptance by Buyer of the Estimated Closing Statement, or the consummation of the Closing, shall not limit or otherwise affect Buyer’s rights under this Agreement, including to include such changes or other changes in the Closing Statement (in accordance with this Agreement), or constitute an acknowledgment by Buyer of the accuracy of the Estimated Closing Statement.