Estimated Balance Sheet. Not less than three business days prior to the Closing, the Company shall prepare (in consultation with Parent) and deliver to Parent an estimated consolidated balance sheet of the Company and its Subsidiaries as of immediately prior to the Closing (the “Estimated Balance Sheet”) prepared from the books and records of the Company and its Subsidiaries in accordance with GAAP, applied on a basis consistent with the Company’s audited consolidated balance sheet for the fiscal year ended October 31, 2005, including a good faith estimate (“Statement of Estimated Company Cash”) of the Company’s remaining cash as of the Closing after all expenses have been deducted, including, without limitation, those specified in Section 6.15(b) and insider accounts have been settled pursuant to Section 6.17, and prepared in a manner consistent with the methodology set forth in Schedule 6.15(b) (the “Company Closing Cash”).
Estimated Balance Sheet. The Company shall have delivered to Parent the Estimated Balance Sheet at least three business days prior to the Closing Date, and delivered evidence to Parent, in form and substance reasonably satisfactory to Parent, indicating that all of the expenses on the Estimated Balance Sheet, including those expenses identified in Section 6.16, have been paid by the Company or its Subsidiaries prior to the Closing Date and that all insider accounts have been settled as stipulated in Section 6.17, along with a certificate of a duly authorized officer of the Company certifying the foregoing.
Estimated Balance Sheet. At least three Business Days prior to the Closing Date, the Company shall prepare or cause to be prepared in good faith and delivered to the Buyer in form and substance reasonably acceptable to the Buyer an estimated consolidated balance sheet of the Company and the Subsidiary as of the close of business (Copenhagen time) on the Closing Date (the “Estimated Closing Balance Sheet”), together with a detailed schedule of Accounts Receivable of the Company and the Subsidiary estimated as of the Closing Date setting forth the name of each account debtor and the amount of the receivables associated with such account debtor (the “Estimated A/R Pursuant to 17 CFR 240.24b-2, confidential information has been omitted in places marked “[* * *]” and has been filed separately with the Securities and Exchange Commission pursuant to a Confidential Treatment Application filed with the Commission. Schedule”) and a written statement (the “Estimated Adjustments Statement”) of the Company setting forth in reasonable detail the Company’s good faith estimate of Working Capital as of the close of business on the Closing Date as reflected on the Estimated Closing Balance Sheet (the “Estimated Working Capital”). The Estimated Closing Balance Sheet, Estimated A/R Schedule and the Estimated Adjustments Statement shall be prepared in accordance with Danish GAAP applied on a basis consistent with the preparation of the Balance Sheet, however, with the exceptions to Danish GAAP listed in Schedule 2.3(a); provided, that no purchase accounting adjustments in respect of the transactions contemplated by this Agreement shall be made; and provided further, that the Estimated Working Capital shall be set forth in US Dollars and converted from Danish Kroner at an exchange rate of 0.188679 DKK/USD.
Estimated Balance Sheet. The Company will, in consultation with the Purchaser and in good faith, prepare or cause to be prepared and delivered to the Purchaser not later than three Business Days prior to the Closing Date, an estimated consolidated balance sheet of the Company as of immediately prior to the Closing (the “Estimated Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its estimate of the Working Capital as of immediately prior to the Closing as reflected on the Estimated Closing Balance Sheet (the “Estimated Working Capital Statement”). The Estimated Closing Balance Sheet and the Estimated Working Capital Statement will be (i) subject to the approval of the Purchaser (which approval shall not be unreasonably withheld or delayed), and (ii) prepared in accordance with (A) GAAP as in effect on the date hereof and (B) the accounting methodologies set forth on Schedule 2.6(a)(1) (clauses (A) and (B) collectively, the “Accounting Standards”), and will be prepared in a form and manner in and on a basis consistent with the form and manner in and basis on which the Sample Closing Balance Sheet and Sample Working Capital Statement attached hereto as Exhibit 2.6(a)(2) and Exhibit 2.6(a)(3) , respectively (which, solely for illustrative purposes, assume that the Closing occurred on March 31, 2005), were prepared.
Estimated Balance Sheet. The Balance Sheet delivered by the District to LCMC and Newco pursuant to Section 4.4(a) shall have been reasonably acceptable to LCMC.
Estimated Balance Sheet. The Estimated Balance Sheet shall have been delivered to the Company.
Estimated Balance Sheet. Seller shall deliver to Purchaser an estimated pro forma balance sheet of the Division in the form attached hereto as Exhibit 1.4 as of the Closing Date (the "Estimated Closing Balance Sheet") no later than five (5) business days prior to the Closing Date. The Estimated Closing Balance Sheet shall be prepared in accordance with GAAP, utilizing the same methodologies and adjustments as were used in preparing the Historical Financial Statements (as hereinafter defined); provided, however, the Estimated Closing Balance Sheet shall include as assets of the Division only the Assets and as liabilities of the Division only the Assumed Liabilities.
Estimated Balance Sheet. Section 1.4 of the Agreement is hereby deleted in its entirety and in its place is substituted the following:
Estimated Balance Sheet. Buyer shall have received from the Seller ----------------------- at least three business days prior to the Closing Date the Estimated Balance Sheet of the Seller as of the Closing Date certified as to correctness by the Seller and the Principal Stockholders and in a form reasonably satisfactory to Buyer.
Estimated Balance Sheet. No later than one business day before the Effective Date, QSI shall have prepared and delivered to Key a consolidated balance sheet of QSI and the QSI Subsidiaries estimated as of the Effective Date (the "Estimated Balance Sheet"), which balance sheet will be prepared, except as provided below, in accordance with generally accepted accounting principles, consistent with past practices, and which shall be in the form attached hereto as SCHEDULE 2.9.4.2. In connection with its preparation of the Estimated Balance Sheet, QSI shall consult with and accept input from Key in an effort to facilitate the adjustment process and procedures in Section 2.10 hereof. "Total Liabilities" as reflected on the Estimated Balance Sheet (and on the Final Balance Sheet) shall (i) include, whether or not in accordance with generally accepted accounting principles, all of QSI's transaction costs associated with the Merger, including without limitation, finder's fees, whether identified on SCHEDULE 3.1.26 or otherwise, accounting fees and attorneys' fees (including fees payable pursuant to Section 5.3.11 hereof) and all expenses related to the foregoing, but (ii) exclude "Deferred Income Tax Liability, net."
