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. On or before five (5) business days prior to the Closing Date, Seller shall provide to Buyer a list which identifies those post-Petition Date liabilities to be assumed by Buyer pursuant to Section 2.3.2 of this Agreement.
Pre-Closing Balance Sheet. No fewer than five Business Days prior to the Closing Date, the Seller shall cause the Company to prepare an unaudited balance sheet of the Company in accordance with this Section 5.09 (the "Pre-Closing Balance Sheet"). In the event that the Closing is scheduled to occur after the fifteenth day of any particular calendar month, the Pre-Closing Balance Sheet shall be prepared as of the last day of the immediately preceding calendar month. If the Closing is scheduled to occur on or prior to the fifteenth day of any particular calendar month, the Pre-Closing Balance Sheet shall be prepared as of the last day of the second preceding calendar month. The Pre-Closing Balance Sheet shall be prepared in accordance with Accounting Principles applied on a basis consistent with the preparation of the Net Asset Test Reference Balance Sheet and shall exclude (i) any indebtedness for borrowed money of the Company, and (ii) any cash or cash equivalents, other than cash in the amount of any checks outstanding. During the preparation of the Pre-Closing Balance Sheet and during the period of any review by 35 31 the Purchaser and its representatives of the Pre-Closing Balance Sheet,the Seller shall cause the Company to provide, and shall cause the Company and its officers, employees and agents to provide, full access to the books, records, facilities and employees of the Company, in each case to the extent required by the Purchaser and its representatives in order to monitor the preparation of, and review, the Pre-Closing Balance Sheet.
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. In anticipation of the Closing, the Company shall, and the Shareholder shall cause the Company to, deliver to Purchaser prior to the Closing Date a consolidated balance sheet of the Company and its Subsidiaries (the "Pre-Closing Balance Sheet") as of the last day of the month immediately preceding the month in which the Closing Date occurs; provided, however, if the Closing Date is less than twenty (20) calendar days after the last day of the month immediately preceding the month in which the Closing Date occurs, the Pre-Closing Balance Sheet shall be as of the last day of the month immediately preceding the month immediately preceding the month in which the Closing Date occurs. The Pre-Closing Balance Sheet need not be audited but shall be prepared in accordance with generally accepted accounting principles, consistently applied and shall fairly present the consolidated financial condition of the Company and its Subsidiaries.
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.
