Estimated Closing Balance Sheet. For purposes of determining the Estimated Net Working Capital, the Funded Debt and the Purchase Price payable by Purchaser at the Closing, prior to the scheduled Closing Date, Company, in consultation and coordination with, and with the participation of, Purchaser, shall prepare a projected balance sheet of Company in accordance with GAAP (other than for the fact that the balance sheet is projected) as of the close of business on the scheduled Closing Date, which shall represent Company's and Primary Shareholders' best good faith reasonable estimate of the Final Closing Balance Sheet; such balance sheet to be in form and detail reasonably acceptable to Purchaser and accompanied by schedules setting forth in reasonable detail all assets and liabilities included therein. Such balance sheet and the accompanying schedules shall contain sufficient detail of the estimated assets and liabilities of Company as of the Closing Date for the determination of Estimated Net Working Capital and Estimated Funded Debt. In the event Purchaser shall object to any of the information proposed to be set forth on such balance sheet or accompanying schedules, then the Primary Shareholders and Purchaser shall negotiate in good faith and mutually agree on the information to be set forth on such balance sheet and accompanying schedules, subject to preparation of the Final Closing Balance Sheet. The estimated balance sheet described in this Section 1.4.3 as finally determined by the parties pursuant to this subsection is herein referred to as the "Estimated Closing Balance Sheet." In connection with the determination of the Estimated Closing Balance Sheet, Company and Sellers shall fully cooperate with, and provide to, Purchaser all information and detail, and full and complete access to Company's financial and accounting personnel and books and records (including all accountants' work papers and work product), as Purchaser shall reasonably request.
Estimated Closing Balance Sheet. The Estimated Closing Balance Sheet not less than two (2) Business Days prior to the Closing Date pursuant to Section 2.3(b).
Estimated Closing Balance Sheet. Not less than two (2) Business Days prior to the Closing Date, the Members shall deliver to FAAC an estimated, unaudited consolidated balance sheet (the “Estimated Closing Balance Sheet”) of the Companies as of the Closing Date, together with all supporting documentation. The Estimated Closing Balance Sheet shall be prepared by Members, in accordance with GAAP and in a manner consistent with the December 2005 Balance Sheet except that the Estimated Closing Balance Sheet shall include a calculation of the “Adjusted Closing Net Working Capital” (hereinafter defined). For purposes of this Agreement, the terms “Adjusted Closing Net Working Capital” and “Closing Net Working Capital” shall have the following meanings.
Estimated Closing Balance Sheet. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Estimated Closing Balance Sheet”), certified by the Chief Financial Officer of the Company, setting out its good faith estimate of the following amounts, in each case as at the anticipated Closing Date:
Estimated Closing Balance Sheet. At least ten (10) days prior to the Closing, the Company shall deliver to the Optionee and each Optionor an estimated consolidated balance sheet of the Company as of the close of business on the Measurement Date with the estimated consolidated book value of the Company reflected therein (“Estimated Closing Balance Sheet”). The Company shall prepare the Estimated Closing Balance Sheet in the same manner as the consolidated balance sheet comprising part of the financial statements issued by the Company and audited by Ernst & Young LLP as of December 31, 2004.
Estimated Closing Balance Sheet. At least three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a Balance Sheet that sets forth Seller’s reasonable, good faith estimate of the amount of the Net Working Capital as of the Effective Time (the “Estimated Closing Balance Sheet”).
Estimated Closing Balance Sheet. Parent shall have received the Estimated Closing Balance Sheet, which shall be prepared in accordance with this Agreement, subject entirely to Parent's rights under Section 1.10.
Estimated Closing Balance Sheet. Section 3.2(a)..........................................9
Estimated Closing Balance Sheet. (a) Preparation of the Estimated Closing Balance Sheet. As soon as reasonably practicable before the Closing Date, but in no event fewer than 4 (Four) days prior to Closing, C-CUBED shall prepare or cause to be prepared and shall deliver to Parent and Federal an Estimated Closing Balance Sheet for C-CUBED estimated as of the close of business on the Closing Date (the “Estimated Closing Balance Sheet”). The Estimated Closing Balance Sheet shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) and prepared in accordance with presently disclosed C-CUBED accounting methodology provided it is consistent with GAAP.
Estimated Closing Balance Sheet. At the Closing, the Company shall deliver to Parent an estimated closing balance sheet (the “Estimated Closing Balance Sheet”), including a calculation of Working Capital. “Working Capital“ shall mean the Company’s current assets less the Company’s current liabilities, in each case as reflected on the relevant balance sheet; it being understood that the amounts to be paid after the Closing to the employees of the Company listed on Schedule 3.03(a) (“Retention Bonuses”) shall be treated as a current liability for purposes of the calculation of Working Capital, even if not so treated in the Company Financial Statements. “Target Working Capital” shall be equal to negative One Hundred Fifty-Seven Thousand Seven Hundred Eighty-Five Dollars, or $(157,785). The Cash Consideration paid at Closing shall be adjusted as follows (the “Estimated Cash Consideration Adjustment”):
