Common use of Estimated Closing Balance Sheet Clause in Contracts

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. For purposes of determining the Estimated Net Working Capital, the Funded Debt and the Purchase Price payable by Purchaser at the Closing, One (1) Business Day prior to the scheduled Closing Date, Company, in consultation and coordination with, and with the participation of, Purchaser, Seller shall prepare a projected dxxxxxx xx Buyer an estimated balance sheet of Company Seller (excluding Seller's non-North American subsidiaries) dated as of the Closing Date, prepared 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 Dateexcept with respect to Seller Tangible Personal Property, which shall represent Company's be valued at the assumed fair market value of such property as agreed to by Seller and Primary Shareholders' best good faith reasonable estimate of the Final Closing Balance Sheet; such balance sheet Buyer prior to be in form Closing), consistently applied, and detail reasonably acceptable to Purchaser and accompanied by schedules setting forth in reasonable detail the Net Closing Assets (as defined below) and all assets and liabilities included therein. Such balance sheet and the accompanying schedules shall contain sufficient detail Liabilities of the estimated assets and liabilities of Company Seller (excluding Seller's non-North American subsidiaries) as of the Closing Date for (the determination "ESTIMATED CLOSING BALANCE SHEET"). For purposes of Estimated Net Working Capital and Estimated Funded Debt. In the event Purchaser shall object to any this Agreement, "NET CLOSING ASSETS" means as of the information proposed date of determination the (i) total net book value of all Consulting Business Receivables and Prepaid Assets, and (ii) the assumed fair market value of Seller Tangible Personal Property as agreed to by Seller and Buyer prior to Closing Date, LESS (b) all deductions which are required by GAAP 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 reflected on the information to be set forth on such balance sheet and accompanying schedules, subject to preparation of the Final Estimated 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 when delivered to Buyer, shall be accompanied by a certificate of the Chief Financial Officer of Seller representing and Sellers warranting to Buyer that the Estimated Closing Balance Sheet is true and complete, has been prepared in accordance with GAAP applied on a basis consistent (except with respect to Seller Tangible Personal Property, which shall fully cooperate withbe valued at the assumed fair market value of such property as agreed to by Seller and Buyer prior to Closing Date) with that used for preparation of the Seller's Filed Statements, and provide to, Purchaser all information fairly presents the financial position of Seller as of the Closing Date (the "ESTIMATED CLOSING BALANCE SHEET CERTIFICATE"). The representations in such Estimated Closing Balance Sheet Certificate 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 the accompanying Estimated Closing Balance Sheet shall reasonably requestbe deemed representations of Seller for purposes of Article 12.

Estimated Closing Balance Sheet. For purposes (i) Prior to the Closing Date, the Selling Companies shall prepare, or cause to be prepared, in good faith an estimated consolidated balance sheet of determining the Selling Companies and their Subsidiaries as of the Closing Date (the “Estimated Closing Balance Sheet”) prepared in accordance with GAAP using the Working Capital Accounting Principles, and a calculation based upon such Estimated Closing Balance Sheet setting forth in reasonable detail as of immediately prior to the scheduled Closing the estimated amount of Net Working Capital (the “Estimated Net Working Capital”). Not later than ten (10) Business Days prior to the Closing Date, the Selling Companies shall deliver to Parent (A) the Estimated Closing Balance Sheet, together with worksheets and data that support the Estimated Closing Balance Sheet and the Estimated Net Working Capital and (B) a certificate of an executive officer of each of the Selling Companies certifying that the Estimated Closing Balance Sheet and the Estimated Net Working Capital were prepared in accordance with this Section 3.7. Each of the Selling Companies shall also certify that, assuming that Parent pays off all of the outstanding Indebtedness of the Selling Companies and their Subsidiaries, immediately following the Effective Times, the Selling Companies and their Subsidiaries shall have no Indebtedness outstanding. The Selling Companies shall give, and shall cause its advisers to give, Parent and its advisers reasonable access to such books, records and personnel of the Selling Companies (including the work papers of the Selling Companies and their accountants relating to the preparation of the Estimated Closing Balance Sheet and the Estimated Net Working Capital) as may be necessary to enable Parent and its advisers to review the Estimated Closing Balance Sheet and the Estimated Net Working Capital prior to the Closing. Parent shall have five (5) Business Days following the receipt of the Estimated Closing Balance Sheet to review the same and the calculation of the Estimated Net Working Capital. On or prior to the expiration of such five-Business Day period, Parent may deliver to the Selling Companies a written statement (“Parent Notice”) accepting or objecting in good faith to the Estimated Closing Balance Sheet and/or the calculation of the Estimated Net Working Capital (or any portion thereof). In the event that Parent shall object to the Estimated Closing Balance Sheet and/or the Estimated Net Working Capital, the Funded Debt such Parent Notice shall include a detailed itemization of Parent’s objections and the Purchase Price payable by Purchaser at reasons therefor, and prior to the Closing, prior to Parent and the scheduled Closing Date, Company, Company shall 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 good faith mutually agree 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 amount of Estimated Net Working Capital and Estimated Funded DebtCapital. In If Parent does not deliver the event Purchaser Parent Notice to the Selling Companies within such five-Business Day period, Parent shall object be deemed 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 have accepted the Estimated Closing Balance SheetSheet and the calculation of the Estimated Net Working Capital; provided that, Company and Sellers nothing in this Section 3.7(a)(i) shall fully cooperate withprohibit or otherwise limit Parent or the Selling Companies in any way from making any change or objection (including, and provide towithout limitation, Purchaser all information and detail, and full and complete access a change or objection not otherwise raised with respect to Company's financial and accounting personnel and books and records (including all accountants' work papers and work product), as Purchaser shall reasonably requestthe Estimated Closing Balance Sheet and/or the Estimated Net Working Capital) pursuant to Section 3.8 following the Closing.

Estimated Closing Balance Sheet. For purposes Estimated Net Working Capital. The Seller has prepared (A) an estimated closing balance sheet, reflecting thereon the Seller’s best estimate of determining all balance sheet items of the Company (the “Estimated Closing Balance Sheet”) as at December 30, 2009 and (B) the Net Working Capital of the Company as at December 30, 2009 based on the Estimated Closing Balance Sheet (the “Estimated Net Working Capital”) plus all supporting details. The Estimated Closing Balance Sheet and the Estimated Net Working Capital, the Funded Debt Capital are attached herewith as Exhibit 4.01 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 have been prepared in accordance with GAAP (other than for the fact that Accounting Principles, consistently applied with 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 thereinFinancial Statements. 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 4.02 Preparation of the Final Closing Balance Sheet. The estimated (a) As promptly as practicable, but no later than Febraury 9, 2010, the Seller shall prepare and deliver to the Buyer (A) a balance sheet described in this Section 1.4.3 of the Company as finally determined by of December 30, 2009 (the parties pursuant to this subsection is herein referred to as the "Estimated “Closing Balance Sheet." In connection ”) plus all supporting details and (B) the Net Working Capital of the Company based on the Closing Balance Sheet and to be calculated on the basis of Exhibit 4.02 (the “Closing Net Working Capital”). The Closing Balance Sheet and the Closing Net Working Capital shall be prepared in accordance with the determination Accounting Principles consistently applied with the Financial Statements. 16 (b) Unless the Buyer delivers the Dispute Notice (as defined below) within 10 days after receipt of the Estimated Closing Balance Sheet, Company such Closing Balance Sheet shall be deemed the “Final Closing Balance Sheet” and Sellers the related Closing Net Working Capital shall fully cooperate withbe deemed the “Final Net Working Capital” and both shall be binding upon the Parties and shall not be subject to dispute or review for purposes of this Section only. (c) If the Buyer disagrees with the Closing Balance Sheet and/or the Closing Net Working Capital, the Buyer may, within 10 days after receipt thereof, notify the Seller in writing (hereinafter the “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Closing Balance Sheet and/or the Closing Net Working Capital, including all supporting documentation thereto, and provide tothe Buyer shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and/or the Closing Net Working Capital delivered pursuant to this Section 4.02. The Parties shall first use commercially reasonable efforts to resolve such dispute between themselves and, Purchaser all information if they are able to resolve such dispute, the Closing Balance Sheet shall be revised to the extent necessary to reflect such resolution, shall be deemed the Final Closing Balance Sheet (as defined below) and detailthe Closing Net Working Capital shall be revised to the extent necessary to reflect such resolution and shall be deemed the Final Net Working Capital (as defined below) and, for purposes of this Section only, shall be conclusive and binding upon the Parties and shall not be subject to dispute or review. (d) If the Parties are unable to resolve the dispute within 10 days after receipt by Seller of the Dispute Notice, the Parties shall submit the dispute to Deloitte, Milan Office (the “Accountants”). The Accountants shall act as experts and not arbiters and shall determine only those items in dispute on the Closing Balance Sheet and/or the Closing Net Working Capital. Promptly, but no later than 15 days after engagement, the Accountants shall deliver a written report to the Parties as to the resolution of the disputed items, the resulting Closing Balance Sheet and the resulting calculation of Closing Net Working Capital to be calculated on the basis of Exhibit 4.02. The Closing Balance Sheet and the Closing Net Working Capital as determined by the Accountants shall be deemed the “Final Closing Balance Sheet” and the “Final Net Working Capital” respectively, shall be conclusive and binding, for purposes of this Section only, upon the Parties and shall not be subject to dispute or review, for purposes of this Section only. The fees and expenses of the Accountants in connection with the resolution of disputes pursuant to this Section 4.02 shall be paid by (A) the Seller, if Buyer’s calculation of the portion of the Closing Net Working Capital in dispute is closer to the Accountants’ determination than the Seller’s calculation thereof, (B) Buyer, if the reverse is true or (C) except as provided in clauses (A) or (B) above, equally by the Parties. The Parties will, and full agree to cause their respective representatives and complete access independent accountants to Company's financial cooperate and accounting personnel assist in the preparation of the Closing Balance Sheet and/or the Closing Net Working Capital and books in the conduct of the audits and records (including all accountants' reviews referred to in this Section 4.02, including, without limitation, the making available to the extent necessary of books, records, work papers and work product), as Purchaser shall reasonably request.personnel. 4.03

Estimated Closing Balance Sheet. For purposes of determining the Estimated Net Working Capitalany adjustment pursuant to Section 2.1(b), the Funded Debt and the Purchase Price payable by Purchaser at the Closing, not less than five (5) Business Days prior to the scheduled First Closing Date, CompanyMidland Development shall, in consultation with Regency, prepare and coordination with, and with the participation of, Purchaser, shall prepare a projected deliver to Regency an estimated balance sheet of Company in accordance with GAAP (other than for the fact that the balance sheet is projected) Midland Development as of the close of business on the scheduled Closing Date, Cutoff Date which shall represent CompanyMidland Development'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 identical to, and in its accounting principles and policies consistent in every respect with, the Midland Financial Statements relating to Purchaser Midland Development and accompanied by schedules setting forth in reasonable detail all current assets (other than accounts receivable for (i) brokerage transactions that are evidenced on the First Closing Date by a signed agreement, (ii) any other transactions listed in Schedule 1.1.143 (Third Party Management Assets), or (iii) advances to brokers, all of which shall be retained by Midland Development (collectively, the "Retained Items") and current liabilities (including the outstanding balance of the line of credit) included therein. Such balance sheet and or the accompanying schedules shall contain sufficient detail of the estimated such current assets and liabilities of Company as of the Closing Date for the determination of Estimated Net Working Capital and Estimated Funded Debtany adjustment pursuant to Section 2.1(b). In the event Purchaser Regency shall object to any of the information proposed to be set forth on such the balance sheet or accompanying schedulesschedules as presented by Midland Development, then the Primary Shareholders and Purchaser parties shall negotiate in good faith and mutually agree on appropriate adjustments to the information to be set forth on end that such balance sheet and accompanying schedules, subject to preparation schedules reflect a reasonable estimate of the Final Closing Balance Sheet. The 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." "), except that the current liabilities on the Estimated Closing Balance Sheet, but not on the Final Closing Balance Sheet, shall be increased by $50,000 as a reserve for payables that are not exactly determinable as of the First Closing Date. In connection with the determination of the Estimated Closing Balance Sheet, Company and Sellers Midland Development shall fully cooperate with, and provide to, Purchaser all to Regency such 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), detail as Purchaser Regency shall reasonably request.

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, (a) Not later than five (5) Business Days prior to the scheduled Closing Date, Company, in consultation and coordination with, and with the participation of, Purchaser, Common Sellers shall prepare cause the Company to deliver to the Buyers a projected pro forma estimated balance sheet of the 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 reflecting the good faith reasonable best estimate of the Final Closing Balance Sheet; such balance sheet Common Sellers as to be in form and detail reasonably acceptable to Purchaser and accompanied by schedules setting forth in reasonable detail all the value of the tangible assets and liabilities included therein. Such balance sheet and the accompanying schedules shall contain sufficient detail amount of the estimated assets and liabilities of the Company as of the Closing Date for and prepared in accordance with GAAP applied consistently with 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 unaudited balance sheets of the Company included in the Financial Statements (and after giving effect to the payment of the Preferred Divided Amount); provided, however, that, whether or not in accordance with GAAP or consistent with past practices, such pro forma estimated balance sheet shall include (i) an accrual for all bonuses payable, whether before or after the Closing Date, with respect to or for services provided by employees of the Company prior to the Closing Date, (ii) adequate accruals for all Tax liabilities of the Company other than for deferred Tax liabilities that reflect timing differences between book and Tax income (including, without limitation, deferred Tax liabilities and deferred payments due after the Closing Date pursuant to the settlement of Tax liabilities for periods occurring prior to the Closing Date) relating to any tax periods ended on or prior to the Closing Date, (iii) adequate accruals, if any, for all obligations of the Company to pay any deferred compensation with respect to or for services provided by employees of the Company prior to the Closing Date and (iv) an accrual for all expenses (without related tax benefits) incurred by the Company in connection with the transactions contemplated by this Agreement (including, without limitation, the investment banking and legal fees described in this Section 1.4.3 as finally determined by the parties pursuant to this subsection 3.11(a)). Such pro forma estimated balance sheet is herein referred to as the "Estimated Closing Balance Sheet." In connection with ". The Estimated Closing Balance Sheet, when so delivered, shall be accompanied by a Schedule (the determination "Closing Schedule") prepared by the chief financial officer of the Company, showing the Net Capital as of the Closing Date as reflected on 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. For purposes (i) Prior to the Closing Date, the Selling Companies shall prepare, or cause to be prepared, in good faith an estimated consolidated balance sheet of determining the Selling Companies and their Subsidiaries as of the Closing Date (the "Estimated Closing Balance Sheet") prepared in accordance with GAAP using the Working Capital Accounting Principles, and a calculation based upon such Estimated Closing Balance Sheet setting forth in reasonable detail as of immediately prior to the scheduled Closing the estimated amount of Net Working Capital (the "Estimated Net Working Capital"). Not later than ten (10) Business Days prior to the Closing Date, the Selling Companies shall deliver to Parent (A) the Estimated Closing Balance Sheet, together with worksheets and data that support the Estimated Closing Balance Sheet and the Estimated Net Working Capital and (B) a certificate of an executive officer of each of the Selling Companies certifying that the Estimated Closing Balance Sheet and the Estimated Net Working Capital were prepared in accordance with this Section 3.7. Each of the Selling Companies shall also certify that, assuming that Parent pays off all of the outstanding Indebtedness of the Selling Companies and their Subsidiaries, immediately following the Effective Times, the Selling Companies and their Subsidiaries shall have no Indebtedness outstanding. The Selling Companies shall give, and shall cause its advisers to give, Parent and its advisers reasonable access to such books, records and personnel of the Selling Companies (including the work papers of the Selling Companies and their accountants relating to the preparation of the Estimated Closing Balance Sheet and the Estimated Net Working Capital) as may be necessary to enable Parent and its advisers to review the Estimated Closing Balance Sheet and the Estimated Net Working Capital prior to the Closing. Parent shall have five (5) Business Days following the receipt of the Estimated Closing Balance Sheet to review the same and the calculation of the Estimated Net Working Capital. On or prior to the expiration of such five-Business Day period, Parent may deliver to the Selling Companies a written statement ("Parent Notice") accepting or objecting in good faith to the Estimated Closing Balance Sheet and/or the calculation of the Estimated Net Working Capital (or any portion thereof). In the event that Parent shall object to the Estimated Closing Balance Sheet and/or the Estimated Net Working Capital, the Funded Debt such Parent Notice shall include a detailed itemization of Parent's objections and the Purchase Price payable by Purchaser at reasons therefor, and prior to the Closing, prior to Parent and the scheduled Closing Date, Company, Company shall 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 good faith mutually agree 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 amount of Estimated Net Working Capital and Estimated Funded DebtCapital. In If Parent does not deliver the event Purchaser Parent Notice to the Selling Companies within such five-Business Day period, Parent shall object be deemed 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 have accepted the Estimated Closing Balance SheetSheet and the calculation of the Estimated Net Working Capital; provided that, Company and Sellers nothing in this Section 3.7(a)(i) shall fully cooperate withprohibit or otherwise limit Parent or the Selling Companies in any way from making any change or objection (including, and provide towithout limitation, Purchaser all information and detail, and full and complete access a change or objection not otherwise raised with respect to Company's financial and accounting personnel and books and records (including all accountants' work papers and work product), as Purchaser shall reasonably requestthe Estimated Closing Balance Sheet and/or the Estimated Net Working Capital) pursuant to Section 3.8 following the Closing.

Estimated Closing Balance Sheet. For purposes of determining the Estimated Net Working Capital, the Funded Debt and the Purchase Price payable ------------------------------- amount to be paid by Purchaser Buyer at the Closing, (i) not less than fifteen (15) days prior to the scheduled Closing Date, Buyer and Shareholders shall agree on a restated version of the Recent Balance Sheet, such restated balance sheet to be in form and detail identical to, and in its accounting principles and policies consistent in every respect with, the December 31, 1998 adjusted balance sheet of Company, together with the journal entries and working capital adjustment worksheet related thereto, all as prepared by Ernst & Young and attached as Schedule 2.03 so that it has been prepared on a basis consistent with the Recent Balance Sheet but in accordance with generally accepted accounting principles and policies (the "GAAP-Adjusted Recent Balance Sheet"), and (ii) not less than ten (10) business days prior to the Closing Date, Shareholders, in consultation and coordination with, and with the participation of, PurchaserBuyer, shall prepare and deliver to Buyer 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 business day immediately prior to the Closing Date, Date (hereinafter the "Effective Time") 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 identical to, and in its accounting principles and policies consistent in every respect with, the GAAP-Adjusted Recent Balance Sheet. Such balance sheet shall be accompanied by schedules setting forth in reasonable detail all assets and liabilities included therein. Such The estimated balance sheet and or 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 Value, and Estimated Funded DebtIndebtedness Amount. In the event Purchaser Buyer shall object to any of the information proposed to be set forth on such the estimated balance sheet or accompanying schedulesschedules as presented by Shareholders, then the Primary Shareholders and Purchaser parties shall negotiate in good faith and mutually agree on appropriate adjustments to the information to be set forth on end that such balance sheet and accompanying schedules, subject to preparation schedules reflect a reasonable estimate of the Final Closing Balance Sheet. The , Working Capital Value and Indebtedness Amount (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 Shareholders shall fully cooperate with, and provide to, Purchaser all to Buyer such 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), detail as Purchaser Buyer shall reasonably request. Copies of the GAAP-Adjusted Recent Balance Sheet and the Estimated Closing Balance Sheet shall be attached to Schedule 2.03 once they have been prepared and agreed upon by Buyer and Shareholders.