Estimated Closing Balance Sheet. For purposes of determining the ------------------------------- estimated Company Purchase Price payable by the Buyer at the Closing, not less than ten (10) business days prior to the Closing Date, Company shall, in consultation with the Buyer, prepare and deliver to Buyer a balance sheet of Company as of the close of business on the business day immediately prior to the Closing Date which shall represent Company's reasonable estimate of the Final Closing Balance Sheet. Such balance sheet shall be in form and detail identical to, and in its accounting principles and policies consistent in every respect with, the Recent Balance Sheet, and shall be accompanied by schedules setting forth in reasonable detail all assets and liabilities included therein. Such balance sheet or the accompanying schedules shall contain sufficient detail as to Company Assets and Assumed Liabilities for the determination of estimated Average Working Capital. In the event Buyer shall object to any of the information set forth on the Estimated Closing Balance Sheet or accompanying schedules as presented by Company, the parties shall negotiate in good faith and agree on appropriate adjustments to the end that such balance sheet and accompanying schedules reflect a reasonable estimate of the Final Closing Balance Sheet and estimated Average Working Capital (the Estimated Balance Sheet as 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 shall provide to Buyer such information and detail as Buyer 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 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:
(1) the Company Cash;
(2) the Company Debt;
(3) the Net Working Capital;
(4) the amount of the Transaction Expenses that remain (or will remain) outstanding as at the Closing Date;
(5) the Net Working Capital Excess (if any), the Net Working Capital Deficit (if any), and the Aggregate Consideration, in each case derived from this Section 2.07 (b).
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. A preliminary projected balance sheet as of the estimated Effective Time (the "Estimated Closing Balance Sheet") shall be prepared by the Company in good faith in accordance with GAAP consistent with the Company's past practices and delivered to Purchaser at least five (5) business days prior to the estimated Effective Time and reasonably accepted and agreed to by Purchaser within two (2) business days of the estimated Effective Time.
Estimated Closing Balance Sheet. Section 3.2(a)..........................................9
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. 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.
