Common use of Estimated Closing Date Balance Sheet Clause in Contracts

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 nor later than three Business Days prior to the Closing, the Company Shareholders 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 PentaStar's application of GAAP, the amount, as of the Closing Date, of of (A) cash held by the Company, Company in excess of the Interim Cash Requirement, (B) the Interim Cash Requirement, (C) the aggregate amount of Past Due 1/31 Receivables received accounts receivable, notes receivable and Residual Payment Rights collected by the Company after January 31September 15, 2000 (whether received by collection of cash, offset of accounts payable or otherwise, and whether or not any cash or other amount received in respect thereof is on hand or has been used by the Company)) as a result of the accelerated collection thereof beyond normal stated terms or outside the ordinary course of business consistent with past practice or as a set-off against future payments against accounts receivable, notes receivable or Residual Payment Rights, (CD) the Assumed Retained Liabilities described in clauses clause (b) and (c) of the definition of Assumed Retained Liabilities and each item thereof, and and (DE) all Closing Date Liabilities and each item thereof. On or before the Closing Date, the Company Shareholders shall pay or cause the Company to pay all Closing Date Liabilities, 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 Retained Liabilities, unless the Company has Shareholders have failed to pay all any Closing Date Liabilities prior to the Closing DateClosing.

Estimated Closing Date Balance Sheet. No earlier than ten Business Days prior to the Closing or nor later than three Business Days prior to the Closing, the Company Shareholders 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 PentaStar's application of GAAP, the amount, as of the Closing Date, of of (A) cash held by the Company, Company in excess of the Interim Cash Requirement, (B) the Interim Cash Requirement, (C) the aggregate amount of Past Due 1/31 Receivables received accounts receivable, notes receivable and Residual Payment Rights collected by the Company after January December 31, 2000 (whether received by collection of cash, offset of accounts payable or otherwise, and whether or not any cash or other amount received in respect thereof is on hand or has been used by the Company)) as a result of the accelerated collection thereof beyond normal stated terms or outside the ordinary course of business consistent with past practice or as a set-off against future payments against accounts receivable, notes receivable or Residual Payment Rights, (CD) the Assumed Retained Liabilities described in clauses clause (b) and (c) of the definition of Assumed Retained Liabilities and each item thereof, and and (DE) all Closing Date Liabilities and each item thereof. On or before the Closing Date, the Company Shareholders shall pay or cause the Company to pay all Closing Date Liabilities, 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 Retained Liabilities, unless the Company has Shareholders have failed to pay all any Closing Date Liabilities prior to the Closing DateClosing.

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 Shareholders 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 PentaStar's application of GAAP, the amount, as of the Closing Date, of of (A) cash held by the Company, Company in excess of the Interim Cash Requirement, (B) the Interim Cash Requirement, (C) the aggregate amount of Past Due 1/31 Receivables received accounts receivable, notes receivable and Residual Payment Rights collected by the Company after January August 31, 2000 2001 (whether received by collection of cash, offset of accounts payable or otherwise, and whether or not any cash or other amount received in respect thereof is on hand or has been used by the Company)) as a result of the accelerated collection thereof beyond normal stated terms or outside the ordinary course of business consistent with past practice or as a set-off against future payments against accounts receivable, notes receivable or Residual Payment Rights, (CD) the Assumed Retained Liabilities described in clauses clause (b) and (c) of the definition of Assumed Retained Liabilities and each item thereof, and and (DE) all Closing Date Liabilities and each item thereof. On or before the Closing Date, the Company Shareholders shall pay or cause the Company to pay all Closing Date Liabilities, 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 Retained Liabilities, unless the Company has Shareholders have failed to pay all any Closing Date Liabilities prior to the Closing DateClosing.

Estimated Closing Date Balance Sheet. No earlier than ten Business Days prior to the Closing or nor later than three Business Days prior to the Closing, the Company Shareholders shall deliver a balance sheet for the Company with respect to the Retained Operations 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 PentaStar's application of GAAP, the amount, as of the Closing Date, of of (A) cash held by the Company, Company in excess of the Interim Cash Requirement, (B) the Interim Cash Requirement, (C) the aggregate amount of Past Due 1/31 Receivables received accounts receivable, residual payment rights and notes receivable collected by the Company after January 31February 29, 2000 (whether received by collection of cash, offset of accounts payable or otherwise, and whether or not any cash or other amount received in respect thereof is on hand or has been used by the Company), ) as a result of the accelerated collection thereof beyond normal stated terms or outside the ordinary course of business consistent with past practice, (CD) the Assumed Retained Liabilities described in clauses (b) and (c) of the definition of Assumed Retained Liabilities and each item thereof, and and (DE) all Closing Date Liabilities and each item thereof. On or before the Closing Date, the Company Shareholders shall pay or cause the Company to pay all Closing Date Liabilities, 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 Retained Liabilities, unless the Company has Shareholders have failed to pay all any Closing Date Liabilities prior to the Closing DateClosing.

Estimated Closing Date Balance Sheet. No earlier than ten Business Days prior to the Closing or nor later than three Business Days prior to the Closing, the Company Shareholder 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 PentaStar's application of GAAP, the amount, as of the Closing Date, of of (A) cash held by the Company, [RESERVED], (B) the Interim Cash Requirement, (C) the aggregate amount of Past Due 1/31 Receivables received accounts receivable, residual payment rights and notes receivable collected by the Company or any Seller after January 31May 19, 2000 (whether received by collection of cash, offset of accounts payable or otherwise, and whether or not any cash or other amount received in respect thereof is on hand or has been used by the Company)Company or any Seller) as a result of the accelerated collection thereof beyond normal stated terms or outside the ordinary course of business consistent with past practice or as a set-off against future payments against accounts receivable, residual payments rights or notes receivable, (CD) the Assumed Retained Liabilities described in clauses clause (b) and (c) of the definition of Assumed Retained Liabilities and each item thereof, and thereof and (DE) all Closing Date Liabilities and each item thereof. On or before the Closing Date, the Company Shareholder shall pay or cause the Company to pay all Closing Date Liabilities, 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 Retained Liabilities, unless the Company Shareholder has failed to pay all any Closing Date Liabilities prior to the Closing DateClosing.

Estimated Closing Date Balance Sheet. No earlier than ten Business Days prior to the Closing or nor later than three Business Days prior to the Closing, the Company Shareholders 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 PentaStar's application of GAAP, the amount, as of the Closing Date, of of (A) cash held by the Company, , (B) the aggregate amount of Past Due 1/31 Receivables received accounts receivable, notes receivable and Residual Payment Rights collected by the Company after January December 31, 2000 (whether received by collection of cash, offset of accounts payable or otherwise, and whether or not any cash or other amount received in respect thereof is on hand or has been used by the Company)) as a result of the accelerated collection thereof beyond normal stated terms or outside the ordinary course of business consistent with past practice or as a set-off against future payments against accounts receivable, notes receivable or Residual Payment Rights, (C) the Assumed Retained Liabilities described in clauses clause (b) and (c) of the definition of Assumed Retained Liabilities and each item thereof, and and (D) all Closing Date Liabilities and each item thereof. On or before the Closing Date, the Company Shareholders shall pay or cause the Company to pay all Closing Date Liabilities, 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 Retained Liabilities, unless the Company has Shareholders have failed to pay all any Closing Date Liabilities prior to the Closing DateClosing.

Estimated Closing Date Balance Sheet. No earlier than ten Business Days prior to the Closing or nor 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 PentaStar's application of GAAP, the amount, as of the Closing Date, of of (A) cash held by the Company, Interim Cash Requirement, (B) the aggregate amount of Past Due 1/31 Receivables received accounts receivable, notes receivable and Residual Payment Rights collected by the Company after January 31September 30, 2000 (whether received by collection of cash, offset of accounts payable or otherwise, and whether or not any cash or other amount received in respect thereof is on hand or has been used by the Company)) as a result of the accelerated collection thereof beyond normal stated terms or outside the ordinary course of business consistent with past practice or as a set-off against future payments against accounts receivable, notes receivable or Residual Payment Rights, (C) the Assumed Liabilities described in clauses clause (b) and (c) of the definition of Assumed Liabilities and each item thereof, and , (D) all Closing Date Liabilities and each item thereof, and (E) the Closing Accounts Receivable. At the same time, the Company shall deliver an itemization of the Closing Accounts Receivable and individual tracking numbers and detailed support (and the Company's Ameritech code) for the Ameritech installations associated with the Closing Accounts Receivable reflected on the Estimated Closing Date Balance Sheet in order to facilitate the verification by the Acquiror of installations and resulting accounts receivable. On or before the Closing Date, the Company shall pay or cause the Company to pay all Closing Date Liabilities, 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 any Closing Date Liabilities prior to the Closing DateClosing.