Common use of Estimated Closing Balance Sheet Clause in Contracts

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. For purposes of determining the ------------------------------- estimated Company Purchase Price payable by the Buyer at the Closing, not less (a) Not later than ten five (105) business days Business Days prior to the Closing Date, the Common Sellers shall cause the Company shall, in consultation with the Buyer, prepare and to deliver to Buyer the Buyers a pro forma estimated balance sheet of the Company as of the close Closing Date, reflecting the good faith best estimate of business the Common Sellers as to the value of the tangible assets and the amount of the liabilities of the Company as of the Closing Date and prepared in accordance with GAAP applied consistently with the preparation of 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 business day immediately 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 which shall represent Company's reasonable estimate of and (iv) an accrual for all expenses (without related tax benefits) incurred by the Final Closing Balance SheetCompany in connection with the transactions contemplated by this Agreement (including, without limitation, the investment banking and legal fees described in Section 3.11(a)). Such pro forma estimated 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 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. (b) As soon as practicable after the Closing Date, Company but in no case later than sixty (60) days thereafter, Buyer Parent shall provide deliver to the Seller Representative a statement setting forth the final calculation of Net Capital (the "Final Statement") and Buyer Parent or the Common Sellers, as the case may be, shall pay such information other party the amount by which the amount of Net Capital set forth therein is greater than or less than the amount of such Net Capital set forth in the Estimated Closing Balance Sheet no later than the earlier of (i) fifteen (15) days after the receipt of such Final Statement or (ii) if the Seller Representative has any objection to such Final Statement, five (5) Business Days following the determination by the arbitrators as described below of the amount of the payment due under this Section 2.9(b). Within (15) days after the delivery of the Final Statement, the Seller Representative shall notify Buyer Parent in writing of any objection thereto, specifying in reasonable 10 16 detail any such objection. If the Seller Representative does not object in writing to the statement within fifteen (15) days from receipt thereof, the statement shall be final and detail binding on the Buyers and Common Sellers, and Buyer Parent or the Common Sellers (pro rata in proportion to the aggregate amount of Merger Consideration received by each such Common Seller under Article II), as the case may be, shall pay such other party the amount by which the amount of Net Capital set forth in the Final Statement is greater than or less than the amount of such Net Capital set forth in the Estimated Closing Balance Sheet. The Seller Representative and Buyer Parent agree to negotiate in good faith to attempt to resolve any objection made under this subsection; provided that if any party, in its sole discretion, terminates such negotiations, then not later than ten (10) days after such termination, the dispute shall reasonably requestbe submitted to a nationally recognized accounting firm agreed to between the Buyers and Common Sellers for resolution. The Seller Representative and Surviving Corporation shall use reasonable efforts to cause such accounting firm to render its report within ninety (90) days of appointment and such determination as to the amount of Net Capital shall be final and binding on all of the Buyers and Common Sellers. If such determination is not made prior to the lapse of ninety (90) days following the Closing Date, the date specified in this subsection (b) on which any payment in respect of the amount of the excess or deficit Net Capital, as the case may be, is to be paid shall be extended to that date that is five (5) Business Days after the date on which such determination is made. The fees and expenses of the accounting firm incurred under this Section 2.9(b) shall be shared equally among the Seller Representative and the Surviving Corporation.

Estimated Closing Balance Sheet. For purposes of determining the ------------------------------- estimated Company Purchase Price payable by the Buyer at the Closing, not less than ten (10i) business days prior Prior to the Closing Date, Company shallthe Selling Companies shall prepare, or cause to be prepared, in consultation with the Buyer, prepare and deliver to Buyer a good faith an estimated consolidated balance sheet of Company the Selling Companies and their Subsidiaries 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") 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"). In connection with Not later than ten (10) Business Days prior to the determination of 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, such Parent Notice shall include a detailed itemization of Parent's objections and reasons therefor, and prior to the Closing, Parent and the Company shall provide in good faith mutually agree on the amount of Estimated Net Working Capital. If Parent does not deliver the Parent Notice to Buyer the Selling Companies within such information five-Business Day period, Parent shall be deemed to have accepted the Estimated Closing Balance Sheet and detail the calculation of the Estimated Net Working Capital; provided that, nothing in this Section 3.7(a)(i) shall prohibit or otherwise limit Parent or the Selling Companies in any way from making any change or objection (including, without limitation, a change or objection not otherwise raised with respect to the Estimated Closing Balance Sheet and/or the Estimated Net Working Capital) pursuant to Section 3.8 following the Closing. (ii) As provided in Section 3.1(a) hereof, the Adjusted Cash Consideration to be paid at Closing shall be adjusted, dollar for dollar, up or down, as Buyer shall reasonably requestappropriate, to the extent that the Estimated Net Working Capital agreed upon in accordance with the provisions of Section 3.7(a)(i) exceeds or is less than the Base Net Working Capital.

Estimated Closing Balance Sheet. For purposes of determining the ------------------------------- estimated (a) The Company Purchase Price payable by the Buyer shall prepare, and deliver to Parent at the Closing, not less than ten least two (102) business days Business Days prior to the Closing Date, an unaudited consolidated balance sheet of the Company shallas of June 30, 2014 (the “Estimated Closing Balance Sheet”), in consultation form and substance reasonably acceptable to Parent, prepared in accordance with GAAP on a basis consistent with the Buyerbasis on which the Company Financial Statements were prepared, together with documentation, reasonably satisfactory to Parent, in support of the amounts set forth in the Estimated Closing Balance Sheet, including a calculation of the Net Working Capital Amount of the Company as of the Effective Time. The Chief Financial Officer of the Company shall certify that the Estimate Closing Balance Sheet is true and accurate in all material respects. The Company hereby acknowledges that such Net Working Capital Amount of the Company shall be used to, among other things, determine if there is an Estimated Surplus or Estimated Shortfall that would result in an adjustment to the Aggregate Total Consideration as set forth in the definition of Aggregate Total Consideration in Section 1.6(a)(ii) above. (b) On or before the 60th day following the Closing Date, Parent shall prepare and deliver to Buyer the Stockholders’ Agent a statement (“Post-Closing Statement”) setting forth (i) a balance sheet of the Company as of the close of business on the business day immediately prior to the Closing Date which shall represent Company's reasonable estimate Date, reflecting thereon Parent’s calculation of the Final Closing Balance Sheet. Such same 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 items of the information set forth Company as included on the Estimated Closing Balance Sheet or accompanying schedules but adjusted to take into account the final balances 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 close of business on the Closing Balance Sheet and estimated Average Working Capital Date (the Estimated Balance Sheet as determined by the parties pursuant to this subsection is herein referred to as the "Estimated “Closing Balance Sheet"”); and (ii) the Net Working Capital Amount of the Company based on the Closing Balance Sheet. In connection with To the determination of extent that the amount, if any, by which the Net Working Capital Amount set forth in the Estimated Closing Balance Sheet is less than the Net Working Capital Amount set forth on the Closing Statement (the “Closing Net Working Capital”) (the “Final Shortfall”), (in absolute terms), then Parent shall, within three (3) Business Days following the final determination of the Closing Net Working Capital in accordance with this Section 1.10(b), be entitled to recover the Final Shortfall in accordance with Section 6.2. As soon as reasonably practicable but not later than the 90th day following the Stockholders’ Agent’s receipt of the Post-Closing Statement, the Stockholders’ Agent shall deliver to Parent a written report containing any changes that the Stockholders’ Agent proposes be made to such statement (a “Dispute Notice”), which Dispute Notice shall provide reasonable detail of the nature of each disputed item on the Closing Balance Sheet, including all supporting documentation thereto, and the Stockholders’ Agent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet delivered pursuant to this Section 1.10(b). Unless the Stockholders’ Agent timely delivers the Dispute Notice, such Closing Balance Sheet shall be deemed the “Final Closing Balance Sheet,” shall be binding upon the Company Stockholders and Parent and shall not be subject to dispute or review. Parent (x) shall reasonably cooperate and assist, and shall use its commercially reasonable efforts to cause its Representatives to assist, the Stockholders’ Agent and its Representatives in the review of the Post-Closing Statement, as and to the extent reasonably requested and (y) shall provide the Stockholders’ Agent and its Representatives with any information reasonably requested by them in connection with the Stockholders’ Agent’s review of, or any dispute in connection with, the Post-Closing Statement. The Stockholders’ Agent shall provide Parent with access to Buyer such books, records, information and detail personnel as Buyer are reasonably requested by Parent in connection with Parent’s preparation of, or any dispute in connection with, the Post-Closing Statement. Parent and the Stockholders’ Agent shall reasonably requestundertake to agree on the final statement of the adjusted Merger Shares no later than sixty (60) days after Parent’s receipt of the Dispute Notice. In the event that Parent and the Stockholders’ Agent cannot reach agreement within such period of time, either such party may refer the remaining matters in dispute for review and final determination to PricewaterhouseCoopers LLP (or if such firm shall decline or is unable to act, to another internationally recognized independent accounting firm mutually acceptable to Parent and the Stockholders’ Agent, the “Accountants”). Once appointed, the Accountants shall have no ex parte communications with any of the parties hereto concerning the determination required hereunder. All communications between any party, or its Affiliates, and the Accountants shall be conducted in writing, with copies sent simultaneously to the other parties in the same manner, or at a meeting to which the representatives of the parties have been invited with at least five (5) days prior written notice. Within ten (10) days of appointment of the Accountants, Parent shall present the Accountants with its statement of proposed changes, and the Stockholders’ Agent shall present the Accountants with its response within ten (10) days after receipt of the Parent’s statement of proposed changes, in each case together with all other supporting information that such party desires, with a copy to the other party. The Accountants’ determination shall be made within thirty (30) days after the deadline for the Stockholders’ Agent’s submissions and shall be final and binding on the parties, without right of appeal. The Accountants shall limit their review to (1) whether the Closing Net Working Capital has been calculated in accordance with GAAP and (2) whether there are any mathematical errors in the computations. The Accountants shall act as experts for the limited purpose of determining the specific disputed matters submitted by the Parent and Stockholders’ Agent in accordance with this Section 1.10(b), shall not act as an arbitrator, and may not award damages or penalties to either party with respect to any matter. Each of Parent and the Stockholders’ Agent (on behalf of the Company Stockholders) shall bear its own legal fees and other costs of presenting its case. The fees and expenses of the Accountants in connection with the resolution of disputes pursuant to this Section 1.10(b) shall be paid by the Company Stockholders and Parent in proportion to the aggregate differences between their respective calculations of the disputed items of the Closing Net Working Capital as set forth in the Post-Closing Statement and the Dispute Notice, as applicable, and the amount of such items as finally determined by the Accountants. Each of Parent and the Stockholders’ Agent agrees to execute, if requested by the Accountants, a reasonable engagement letter, including customary indemnities in favor of the Accountants.

Estimated Closing Balance Sheet. For purposes of determining the ------------------------------- estimated Company Purchase Price payable by the Buyer at the Closingany adjustment pursuant to Section 2.1(b), not less than ten five (105) business days Business Days prior to the First Closing Date, Company Midland Development shall, in consultation with the BuyerRegency, prepare and deliver to Buyer a Regency an estimated balance sheet of Company Midland Development as of the close of business on the business day immediately prior to the Closing Cutoff Date which shall represent CompanyMidland Development's reasonable estimate of the Final Closing Balance Sheet. Such ; such balance sheet shall to be in form and detail identical to, and in its accounting principles and policies consistent in every respect with, the Recent Balance Sheet, Midland Financial Statements relating to Midland Development and shall be 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 or the accompanying schedules shall contain sufficient detail as to Company Assets of such current assets and Assumed Liabilities liabilities for the determination of estimated Average Working Capitalany adjustment pursuant to Section 2.1(b). In the event Buyer Regency shall object to any of the information set forth on the Estimated Closing Balance Sheet balance sheet or accompanying schedules as presented by CompanyMidland Development, 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 estimated balance sheet 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 Midland Development shall provide to Buyer Regency such information and detail as Buyer Regency 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 Company Purchase Price payable by amount of Net Working Capital (the Buyer at the Closing, not less “Estimated Net Working Capital”). Not later than ten (10) business days Business Days prior to the Closing Date, Company shall, in consultation with the Buyer, prepare and Selling Companies shall 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 Parent (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 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, such Parent Notice shall include a detailed itemization of Parent’s objections and reasons therefor, and prior to the Closing, Parent and the Company shall provide in good faith mutually agree on the amount of Estimated Net Working Capital. If Parent does not deliver the Parent Notice to Buyer the Selling Companies within such information five-Business Day period, Parent shall be deemed to have accepted the Estimated Closing Balance Sheet and detail the calculation of the Estimated Net Working Capital; provided that, nothing in this Section 3.7(a)(i) shall prohibit or otherwise limit Parent or the Selling Companies in any way from making any change or objection (including, without limitation, a change or objection not otherwise raised with respect to the Estimated Closing Balance Sheet and/or the Estimated Net Working Capital) pursuant to Section 3.8 following the Closing. (ii) As provided in Section 3.1(a) hereof, the Adjusted Cash Consideration to be paid at Closing shall be adjusted, dollar for dollar, up or down, as Buyer shall reasonably requestappropriate, to the extent that the Estimated Net Working Capital agreed upon in accordance with the provisions of Section 3.7(a)(i) exceeds or is less than the Base Net Working Capital.

Estimated Closing Balance Sheet. For purposes of determining the ------------------------------- estimated Company Net Asset Value and the 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 Balance Sheet as of the close of business on the business day immediately prior to the Closing Date (hereinafter, the "Effective Time") 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 Company's estimate of the Estimated Final Closing Balance Sheet or accompanying schedules as presented by Companyschedules, the parties shall negotiate in good faith and agree on appropriate adjustments to the end such that such balance sheet and accompanying schedules reflect a reasonable estimate of the Final Closing Balance Sheet and the Net Asset Value to be reflected on the Final Closing Balance Sheet, but in the absence of such agreement, a balance sheet and accompanying schedules reflecting the average of all items represented by Company's reasonable estimate of the Final Closing Balance Sheet and Buyer's reasonable estimate of the Final Closing Balance Sheet shall be used to establish the estimated Average Working Capital Balance Sheet for purposes of determining the payment to be made by Buyer to Company on the Closing Date (the Estimated Balance Sheet estimated balance sheet as determined agreed to by the parties pursuant to this subsection subsection, or in the absence of such agreement, a balance sheet reflecting all agreed-upon items and the numerical average of all disputed items, 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. For purposes of determining the ------------------------------- estimated Company Purchase Price payable by the Buyer at the Closing, not less than ten One (101) business days Business Day prior to the Closing Date, Company shall, in consultation with the Buyer, prepare and deliver to Seller shall dxxxxxx xx Buyer a an estimated balance sheet of Company Seller (excluding Seller's non-North American subsidiaries) dated as of the close Closing Date, prepared in accordance with GAAP (except with respect to Seller Tangible Personal Property, which shall be valued at the assumed fair market value of business on the business day immediately such property as agreed to by Seller and Buyer prior to Closing), consistently applied, and setting forth the Net Closing Assets (as defined below) and all assets and Liabilities of Seller (excluding Seller's non-North American subsidiaries) as of the Closing Date which shall represent Company's reasonable estimate (the "ESTIMATED CLOSING BALANCE SHEET"). For purposes of this Agreement, "NET CLOSING ASSETS" means as of the Final Closing Balance Sheet. Such balance sheet shall be in form date of determination the (i) total net book value of all Consulting Business Receivables and detail identical toPrepaid Assets, and in its accounting principles (ii) the assumed fair market value of Seller Tangible Personal Property as agreed to by Seller and policies consistent in every respect withBuyer prior to Closing Date, the Recent Balance Sheet, and shall LESS (b) all deductions which are required by GAAP to 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 reflected 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 The Estimated Closing Balance Sheet, Company when delivered to Buyer, shall provide be accompanied by a certificate of the Chief Financial Officer of Seller representing and 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 be valued at the assumed fair market value of such information property as agreed to by Seller and detail Buyer prior to Closing Date) with that used for preparation of the Seller's Filed Statements, and fairly presents the financial position of Seller as Buyer of the Closing Date (the "ESTIMATED CLOSING BALANCE SHEET CERTIFICATE"). The representations in such Estimated Closing Balance Sheet Certificate and the accompanying Estimated Closing Balance Sheet shall reasonably requestbe deemed representations of Seller for purposes of Article 12.

Estimated Closing Balance Sheet. For purposes of determining the ------------------------------- estimated Company Purchase Price payable amount to be paid by the Buyer at the Closing, (i) not less than fifteen (15) days prior to the 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, Company shallShareholders, in consultation with the Buyer, shall 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 (hereinafter the "Effective Time") which shall represent Company's Shareholders' reasonable estimate of the Final Closing Balance Sheet. Such ; such balance sheet shall to be in form and detail identical to, and in its accounting principles and policies consistent in every respect with, the GAAP-Adjusted Recent Balance Sheet, and . Such balance sheet shall be accompanied by schedules setting forth in reasonable detail all assets and liabilities included therein. Such The estimated balance sheet or the accompanying schedules shall contain sufficient detail as to Company Assets and Assumed Liabilities for the determination of estimated Average Working CapitalCapital Value, and Indebtedness Amount. In the event Buyer shall object to any of the information set forth on the Estimated Closing Balance Sheet estimated balance sheet or accompanying schedules as presented by CompanyShareholders, 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 Sheet, Working Capital Value and Indebtedness Amount (the Estimated Balance Sheet estimated balance sheet 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 Shareholders shall provide to Buyer such information and detail as 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.

Estimated Closing Balance Sheet. For purposes of determining the ------------------------------- estimated Company Estimated Net Working Capital, the Funded Debt and the Purchase Price payable by the Buyer Purchaser at the Closing, not less than ten (10) business days prior to the scheduled Closing Date, Company shallCompany, in consultation and coordination with, and with the Buyerparticipation of, Purchaser, 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 business day immediately prior to the scheduled Closing Date Date, which shall represent Company's and Primary Shareholders' best good faith reasonable estimate of the Final Closing Balance Sheet. Such ; such balance sheet shall to be in form and detail identical to, reasonably acceptable to Purchaser 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 and the accompanying schedules shall contain sufficient detail of the estimated assets and liabilities of Company as to Company Assets and Assumed Liabilities of the Closing Date for the determination of estimated Average Estimated Net Working CapitalCapital and Estimated Funded Debt. In the event Buyer Purchaser shall object to any of the information proposed to be set forth on the Estimated Closing Balance Sheet such balance sheet or accompanying schedules as presented by Companyschedules, then the parties Primary Shareholders and Purchaser shall negotiate in good faith and mutually agree on appropriate adjustments the information to the end that be set forth on such balance sheet and accompanying schedules reflect a reasonable estimate schedules, subject to preparation of the Final Closing Balance Sheet and Sheet. The estimated Average Working Capital (the Estimated Balance Sheet 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 Buyer such to, Purchaser all information and detail 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 Buyer Purchaser shall reasonably request.