Estimated Balance Sheet Sample Clauses

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. 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 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. At least three (3) Business Days prior to the Closing Date, the Seller shall prepare or cause to be prepared in good faith and delivered to the Buyer in a form and substance acceptable to Buyer (which approval shall not be unreasonably withheld or delayed) an estimated consolidated balance sheet of the Company as of the close of business (Pacific time) on the Closing Date (the “Estimated Closing Balance Sheet”), together with a detailed schedule of Accounts Receivable of the Company 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 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 subject to Buyer’s review and approval (which approval shall not be unreasonably withheld or delayed) and prepared in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet; 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 the exchange rate published in the Wall Street Journal, Online Edition, for the Business Day immediately preceding the date that the Estimated Closing Balance Sheet is required to be delivered.

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. The Company will prepare or cause to be prepared in good faith, and delivered to Buyer not later than four (4) Business Days prior to the expected Closing Date, an estimated consolidated balance sheet of the Company as of 11:59 p.m. on the day immediately prior to the Closing Date (the “Estimated Closing Balance Sheet”) and a worksheet containing the Company’s estimate of the Merger Consideration (the “Estimated Merger Consideration”), including a presentation of the calculations of the items comprising Company Working Capital and Company Cash, each as derived from the Estimated Closing Balance Sheet, Company Debt and Company Transaction Expenses (the “Estimated Closing Statement”), in each case, prepared in accordance with the Accounting Principles. The Estimated Closing Balance Sheet and the Estimated Closing Statement will be prepared in accordance with GAAP as in effect on the date of the Most Recent Balance Sheet, in accordance with the Accounting Principles. During the period after the delivery of the Estimated Closing Statement and prior to the Closing Date, Buyer shall have an opportunity to review the Estimated Closing Statement and such supporting information and provide comments thereon. The Company shall consider in good faith, and not unreasonably omit, Buyer’s reasonable comments on the Estimated Closing Statement. 74163855_1

Estimated Balance Sheet. The Purchaser shall have received a certificate of the President or Chief Financial Officer of the Company in accordance with Section 6.15 hereof.

Estimated Balance Sheet. Not less than three (3), but not more than five (5), Business Days prior to the Closing, the Company shall deliver to Buyer an estimated consolidated balance sheet of the Company and its Subsidiaries as of the Effective Time (after the transfers contemplated by Section 2.8) prepared in accordance with the Accounting Rules (the “Estimated Effective Time Balance Sheet”).

Estimated Balance Sheet. The Company will, in consultation with the Buyer and in good faith, prepare or cause to be prepared, and delivered to the Buyer 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 prepared using accounting principles consistently applied and elements classified and presented in a manner consistent with the balance sheet included in the Company's Monthly Financial Reporting Packages currently being provided to certain of the Company's institutional shareholders (an example of which as of November 29, 2003, together with the form of Estimated Working Capital Statement, is attached as Exhibit C); provided, that the Estimated Closing Balance Sheet and the Estimated Working

Estimated Balance Sheet. “Estimated Balance Sheet” shall have the meaning set forth in Section 1.11(b).