Closing Financial Information. An estimated consolidated ----------------------------- balance sheet of the Company and the Subsidiary calculated as of 5:00 p.m. Toronto time on the business day immediately preceding the Closing Date prepared as described in Section 2.3(a), a copy of which -------------- shall be attached hereto as Schedule 3.1(j) (the "CLOSING BALANCE --------------- SHEET"), accompanied by schedules in reasonable detail showing cash balances in all bank accounts of the Company and each Subsidiary, and all of their respective outstanding accounts payable, together with a calculation of estimated Net Worth;
Closing Financial Information. An estimated consolidated balance sheet of the Company and the Subsidiaries (the "Closing Balance Sheet") calculated as of 5:00 p.m. Chicago time on the business day immediately preceding the Closing Date prepared in the same manner and using the same procedures as the preliminary closing balance sheet attached hereto as Schedule 3.1(j) except that the $2,000 foundation asset and the receivables from shareholders shall be removed from the Closing Balance Sheet, accompanied by schedules in reasonable detail showing cash balances in all bank accounts of the Company and each Subsidiary, and all of their respective outstanding accounts payable, together with a calculation of estimated Net Worth;
Closing Financial Information. Immediately following the close of business on the day prior to the Closing Date the parties shall complete an inventory of the assets of the Vendor, and complete a determination of the receivables and payables and other liabilities of the Vendor.
Closing Financial Information. An estimated balance sheet of Seller as of the Closing Date, accompanied by schedules in reasonable detail showing cash balances in all bank accounts of Seller and all outstanding accounts payable as of the date of this Agreement (the "Estimated Closing Balance Sheet");
Closing Financial Information. The Closing Financial Information shall include the items necessary to determine the Closing Adjustment Amounts under Section 5.16 of the Transaction Agreement, including separate line item information, in each case that can be reconciled to the information in the Estimated Closing Balance Sheet or the Final Closing Balance Sheet, as applicable, as to the following items:
Closing Financial Information. An estimated balance sheet of the ----------------------------- Company as of the Closing Date (the "ESTIMATED CLOSING BALANCE SHEET"), accompanied by schedules in reasonable detail showing cash balances in all bank accounts of Seller and all outstanding accounts payable, and a certificate executed by Seller certifying that Current Assets equal to or greater than the Threshold Amount, and cash equal to or greater than the Cash Minimum, are included in the Assets, and that the Company has no liabilities other than Permitted Liabilities;
Closing Financial Information. The Shareholders shall deliver the Closing Financial Information to the Buyer and Delta on the day immediately preceding the Closing Date. The Shareholders will cause the Closing Financial Information to be accurate in all material respects and to present fairly, in all material respects, the Accounts Receivable, accounts payable, Company's Inventory, and accrued liabilities of the Company as of the close of business on the day immediately preceding the Closing Date.
Closing Financial Information. On or before a date five Business Days prior to the Closing Date, Seller shall deliver to Purchaser a pro forma balance sheet of the Companies on a consolidated basis as of the end of the month preceding the month in which the Closing Date occurs (the “Closing Pro Forma Balance Sheet”), which shall be prepared in a manner consistent with the preparation of the Prototype Pro Forma Balance Sheet. The transfers illustrated in the Closing Pro Forma Balance Sheet shall be made on or before the Closing Date in the amounts provided on the Closing Pro Forma Balance Sheet. On the same date, Seller shall prepare and deliver to Purchaser a calculation of the Working Capital Adjustment in accordance with Schedule 2.4.1(B) using Working Capital as reflected in the Closing Pro Forma Balance Sheet (the “Closing Working Capital Adjustment”).
Closing Financial Information. Section 5.19(b) of the Asset Purchase Agreement is hereby amended to read in its entirety as follows:
Closing Financial Information
