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.
Appears in 5 contracts
Samples: Agreement and Plan of Merger (Phar Mor Inc), Agreement and Plan of Merger (Pharmhouse Corp), Voting and Payment Agreement (Pharmhouse Corp)
