Determination of Estimated Net Assets Sample Clauses

Determination of Estimated Net Assets. Not later than three (3), nor more than five (5) Business Days prior to the Closing Date, the Company and Sellers shall prepare and deliver to Purchaser a certificate certifying the Company’s and Sellers’ good faith estimate of the Net Assets of Company as of the Closing Date (“Estimated Net Assets”), and including an estimated unaudited balance sheet of Company as of the Closing Date (“Estimated Closing Date Balance Sheet”). Such certificate shall also set forth (v) a complete and accurate list of the amount of all indebtedness owed by each Seller to the Company (including without limitation the amounts any Seller owes to the Company related to such Seller’s exercise of Company stock options) as of the Closing Date; (w) a complete and accurate list of (1) all employees of Company as of the date of the certificate showing for each as of that date the employee’s name, job title or description, salary level (including any bonus or deferred compensation arrangements other than any such arrangements under which payments are at the discretion of Company) and also showing any bonus, commission, accrued paid time-off or other remuneration other than salary paid during Company’s fiscal year ending April 3, 2005 and (2) all current directors and officers of the Company and each of its Subsidiaries, setting forth each such Person’s name, positions, annual remuneration, bonuses and fringe benefits paid by the Company or such Subsidiary for the current fiscal year and the most recently completed fiscal year, (x) a list of the Transaction Bonuses to be paid at the Closing, including the amounts to be paid to each Company employee to receive a Transaction Bonus (which aggregate amount to all such employees shall equal the amount set forth in the definition of Transaction Bonus above), (y) a list of the base salaries and target bonus amount for each member of the Core Group on the date hereof, and (z) any contract or agreement to which a First Refusal Entity is bound as of the Closing that prohibits (A) such First Refusal Entity to subcontract the performance of First Refusal Services or (B) the granting of the right of first refusal to the Company to perform First Refusal Services on the First Refusal Entity’s behalf. For the avoidance of doubt, Estimated Net Assets shall exclude any receivables written off or determined by the Company to be uncollectible. As promptly as practicable but not later than one (1) Business Day prior to the Closing, Purchaser shall identify a...

Determination of Estimated Net Assets. Not later than three (3) nor more than five (5) Business Days prior to the Closing Date, the Company and Parent shall prepare and deliver to Purchaser a certificate certifying the Company’s and Parent’s good faith estimate of the Net Worth of Company as of the Closing Date (“Estimated Net Worth”), and including an estimated unaudited balance sheet of Company as of the Closing Date (“Estimated Closing Date Balance Sheet”). As promptly as practicable but not later than one (1) Business Day prior to the Closing, Purchaser shall identify any adjustments that it believes are required to the certificate delivered by Company or Parent. If Company or Parent disputes any such adjustments, Purchaser and Parent shall use Reasonable Best Efforts to resolve such dispute, after which Company or Parent shall re-deliver to Purchaser the certificate with such adjustments as the parties have agreed are appropriate. The form of certificate finally delivered pursuant to this Section 2.3(a) and acceptable to the Purchaser, Company and Parent is referred to herein as the “Estimated Net Worth Certificate.”