Estimated Closing Date Balance Sheet. No earlier than ten Business Days prior to the Closing or later than three Business Days prior to the Closing, the Company shall deliver a balance sheet for the Company prepared as of the Closing Date (the "Estimated Closing Date Balance Sheet"). The Estimated Closing Date Balance Sheet shall be prepared in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar used in connection with its audit for the year ended December 31, 1999, including PentaStar's GAAP method of revenue recognition for residual commission payments and GAAP consistent with booking prior paid salesperson commissions as prepaid commissions less an appropriate reserve for contract cancellations and salesperson terminations. The Estimated Closing Date Balance Sheet shall set forth, in addition to other items required by GAAP, the amount, as of the Closing Date, of (A) cash held by the Company, (B) the aggregate amount of Past Due 1/31 Receivables received by the Company after January 31, 2000 (whether received by collection of cash, offset of accounts payable or otherwise, and whether or not any cash or other amount in respect thereof is on hand or has been used by the Company), (C) the Assumed Liabilities described in clauses (b) and (c) of the definition of Assumed Liabilities and each item thereof, and (D) all Closing Date Liabilities and each item thereof. On or before the Closing Date, the Company shall pay or cause the Company to pay all Closing Date Liabilities, and the Estimated Closing Date Balance Sheet shall reflect those payments. As a result, the only Liabilities reflected on the Estimated Closing Date Balance Sheet should be the Assumed Liabilities, unless the Company has failed to pay all Closing Date Liabilities prior to the Closing Date.
Estimated Closing Date Balance Sheet. No earlier than ten Business Days prior to the Closing or later than three Business Days prior to the Closing, the Shareholders will deliver a balance sheet for the Company prepared as of the Closing Date (the "Estimated Closing Date Balance Sheet"). The Estimated Closing Date Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the historical accounting practices of the Company used in connection with the preparation of the Company's audited balance sheet for the period ended December 31, 1998. The Estimated Closing Date Balance Sheet will set forth, in addition to other items required by GAAP, the amount of (i) Cash held by the Company, (ii) the Closing Date Liabilities and each item thereof, and (iii) the Retained Liabilities described in clauses (b), (c) and (d) of the definition of Retained Liabilities and each item thereof.
Estimated Closing Date Balance Sheet. Seller and Company shall have delivered the Estimated Closing Date Balance Sheet to Buyer.
Estimated Closing Date Balance Sheet. 7 Estimated Net RBC Deficit................................................ 70 Estimated RBC Calculation................................................ 70
Estimated Closing Date Balance Sheet. In accordance with Section 2.2(b), Sellers have delivered to Purchaser prior to the Closing Date: (i) estimated consolidated balance sheets of the Acquired Entities as of Closing and a balance sheet representing the aggregation of data in the consolidated balance sheets of the Acquired Entities as of Closing (the “Estimated Closing Date Balance Sheet”) and (ii) a statement setting forth, in reasonable detail, Sellers’ good faith estimate of Net Working Capital, based upon the Estimated Closing Date Balance Sheet. Sellers shall have prepared the Estimated Closing Date Balance Sheet and shall have calculated the Estimated Net Working Capital, in good faith, in consultation with Purchaser, (A) without giving effect to the Closing or the Transactions and (B) in accordance with the Accounting Principles. In its preparation of the Estimated Closing Date Balance Sheet and its calculation of the Estimated Net Working Capital, Sellers shall have (x) delivered preliminary drafts thereof to Purchaser reasonably in advance of the date of delivery of the Closing Payment Certificate; (y) given Purchaser and its Representatives a reasonable opportunity to review such drafts and the materials used by Sellers in the preparation thereof reasonably in advance of when the Closing Payment Certificate is delivered pursuant to Section 2.2(b), and (z) taken into consideration Purchaser’s reasonable comments thereto on a good faith basis. Notwithstanding any input Purchaser may have with respect to the amounts reflected in the Estimated Closing Date Balance Sheet or the calculation of the Estimated Net Working Capital, Purchaser reserves the right to prepare the Closing Balance Sheet and the Net Working Capital in accordance with the procedures set forth in Section 2.3.
Estimated Closing Date Balance Sheet. No more than five business days and no less than one full business day before the Closing Date, the Shareholder will deliver to the Buyer an unaudited estimated balance sheet of the Company, estimated as of the time of the Closing (the “Estimated Closing Date Balance Sheet”), prepared in conformity with GAAP applied on a consistent basis.
Estimated Closing Date Balance Sheet. Parent shall have ------------------------------------ received from the Company the Estimated Closing Balance Sheet pursuant to Section 1.7 hereof. -----------
Estimated Closing Date Balance Sheet. 3.3.1. Ten (10) days prior to the anticipated Closing Date, Seller shall prepare and deliver to Purchaser, and Purchaser and Purchaser's accountants shall jointly review, (i) the Estimated Closing Date Balance Sheet, (ii) Seller's calculation of the Estimated Closing Date Working Capital and (iii) Seller's calculation of the Estimated Working Capital Adjustment.
3.3.1.1. If the Estimated Working Capital Adjustment is a positive amount, the Purchase Price shall be increased by an amount equal to the Estimated Working Capital Adjustment.
3.3.1.2. If the Estimated Working Capital Adjustment is a negative amount, the Purchase Price shall be decreased by an amount equal to the Estimated Working Capital Adjustment.
Estimated Closing Date Balance Sheet. An estimated Closing Date Balance Sheet, certified by the CFO of Xxxxxxxx, which shall include a calculation of the estimated Net Total Tangible Assets and Net Total Tangible Assets Adjustment based on such estimated Closing Date Balance Sheet.
Estimated Closing Date Balance Sheet. At least five Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a certificate signed by its President, C. Xxxx Xxx, its Chief Executive Officer Eastern Retail & Wholesale, Xxxxxxx Xxxxxx and its Chief Executive Officer Western Retail, Xxxx X. Xxxxxx (the “Chief Executives”) and Xxxxxxxxx Xxxxxx (the “Chief Accounting Officer”) attaching a statement setting forth its reasonable, good faith estimate of the consolidated balance sheet of the Company and its Subsidiaries as of the last complete month ending prior to the month in which the Closing occurs with adjustments for Known extraordinary matters occurring after such date using reasonable,
