Pre-Closing Balance Sheet. The Company shall prepare and deliver to Buyer, as soon as reasonably practicable and in any event not less than five days prior to the scheduled Effective Time, a consolidated balance sheet of the Company and the Company Subsidiaries dated as of January 31, 1999 and satisfying the requirement of this Section 5.07(the "Pre-Closing Balance Sheet"). If the Effective Time occurs on or before March 15, 1999, then the Pre-Closing Balance Sheet may be unaudited, and (unless audited by PricewaterhouseCoopers LLP) shall be accompanied by a certificate executed by the Chief Financial Officer and by the Executive Vice President and Secretary of the Company certifying that such Pre-Closing Balance Sheet is correct and complete in all materials respects and prepared in accordance with generally accepted accounting principles consistently applied, except as set forth on Schedule 5.07. If the Effective Time occurs after March 15, 1999, then the Pre-Closing Balance Sheet shall be audited by PricewaterhouseCoopers LLP and shall be prepared in accordance with generally accepted accounting principles consistently applied, except as set forth on Schedule 5.07, and provided that notwithstanding Schedule 5.07, inventory shrink shall be actual.
Pre-Closing Balance Sheet. Purchaser shall have received from Seller an estimated balance sheet of the Company reflecting the Subject Business transferred at Closing, and excluding the Asset Transfers, (the “Pre-Closing Balance Sheet”) and which is set forth on Exhibit 7.3 attached hereto.
Pre-Closing Balance Sheet. Buyer represents that prior to Closing it has ascertained that the Seller's representations and warranties set forth in Section 4.17 of this Agreement are accurate and waives the delivery by Seller of a pre-closing balance sheet.
Pre-Closing Balance Sheet. The Company shall deliver to the ------------------------- Company, at least ten (10) days prior to the Closing, a balance sheet of the Company and its Subsidiaries as of the last day of the month preceding the month in which Closing occurs, prepared in accordance with the Company's normal method of preparation of internal financial statements (the "Pre-Closing Balance Sheet"). The Pre-Closing Balance Sheet shall set forth the stockholders equity of the Company and its Subsidiaries as of the date of the Pre-Closing Balance Sheet (the "Pre-Closing Net Worth") and the total current assets minus the total current liabilities as of the date of the Pre-Closing Balance Sheet, as determined in accordance with GAAP, but excluding (i) the then outstanding 5 3/4% demand notes in the current aggregate amount of $1,213,000 and (ii) legal fees, brokerage fees, PSC fees and expenses, Xxxx-Xxxxx-Xxxxxx fees (if any), the expenses incurred in connection with the transactions contemplated hereby or any tollpool adjustments (the "Pre- Closing Working Capital"). The Company shall promptly notify Parent of any event or circumstance which would materially change the Pre-Closing Net Worth or Pre-Closing Working Capital.
Pre-Closing Balance Sheet. No later than five (5) Business Days before the Closing Date, Seller shall prepare and deliver to Buyer an unaudited balance sheet of Seller as of the Closing Date, excluding Ha-Lo Europe (the "Pre-Closing Balance Sheet") and a reasonably detailed calculation of the Estimated Closing Working Capital, Unpaid Cure Costs, Severance Obligations and COBRA Obligations, in each case estimated and prepared in good faith by Seller, which calculations shall be reasonably acceptable to Buyer. The COBRA Obligations and Severance Obligations set forth on the Pre-Closing Balance Sheet shall not be materially different than the amounts set forth on Schedule 2.8 (Severance and COBRA Obligations) attached hereto. The Pre-Closing Balance Sheet shall be prepared by Seller in accordance with U.S. GAAP and shall fairly present in all material respects the financial position of Seller as of the date thereof.
Pre-Closing Balance Sheet. Attached hereto is a true and correct copy of the Pre-Closing Balance Sheet, which was prepared as of April 30, 1998. The parties agree that the Purchase Price Adjustment with respect to the Pre-Closing Balance Sheet is $1,132,000. First Amendment 3 4 ============== Execution Copy ==============
Pre-Closing Balance Sheet. One (1) day prior to the Closing Date, Seller shall provide Buyer an unaudited balance sheet of the Company as of two (2) days prior to the Closing Date (“Closing Balance Sheet”). Seller represents and warrants that such Closing Balance Sheet (a) will be materially complete and correct and will be prepared in accordance with the books and records of the Company and (b) will be prepared in accordance with GAAP and on a basis consistent with the Company’s past practice.
Pre-Closing Balance Sheet. No later than the Saturday ------------------------- immediately preceding the Closing Date (the "Pre-Closing Date"), Seller shall deliver to Buyer copies of a consolidated balance sheet of the Bank and the Holding Company (the "Pre-Closing Balance Sheet"), certified and signed by the Seller, reflecting the Retained Assets, Retained Liabilities and the shareholders' equity of the Bank and the Holding Company as of midnight on the day immediately preceding the Closing Date (the "Pre-Closing Balance Sheet Date"). Such Pre-Closing Balance Sheet shall (i) be true and correct in all material respects, fairly present the assets, liabilities and stockholders' equity of the Bank and the Holding Company and be prepared in accordance with generally accepted accounting principles ("GAAP"), except with respect to variations from GAAP (A) that may result from compliance with any provisions of this Agreement, including, but not limited to, Section 6(n), and (B) with respect to the amount of goodwill included therein, (ii) be determined after giving effect on a pro forma basis to the completion of the purchase and assumption of the Seller Assets and Seller Liabilities pursuant to the P&A Agreement, (iii) include through midnight on the Pre-Closing Balance Sheet Date all accruals for amortization, interest expense, interest income, salaries, payroll and property taxes and other accrued liabilities associated with the Retained Assets and the operation of, and personnel located at, the Main Office, (iv) include as attachments (A) a trial balance of all deposits as of midnight on the Pre-Closing Balance Sheet Date and (B) detailed supporting schedules, (v) exclude the value of any deferred tax assets of the Bank or Holding Company attributable to any tax periods prior to the Closing (the "Deferred Tax Assets"), (vi) reflect the Minimum Equity Amount required by Section 6(f) and (vii) exclude any value attributable to any prepaid insurance premiums for any insurance policies terminated in accordance with Section 6(n).
Pre-Closing Balance Sheet. The Pre-Closing Balance Sheet ------------------------- shall show shareholders' equity for the Bank in an amount equal to the Minimum Equity Amount, which such Minimum Equity Amount shall include an amount of goodwill not in excess of the Maximum Goodwill Amount.
