Preliminary Balance Sheet. (a) Source will cause to be prepared and delivered to NDC a balance sheet for Source, pro forma giving effect to the Divestiture, as of the most recent month ending more than ten days prior to the Closing Date (the "Preliminary Balance Sheet") and a certificate based on such Preliminary Balance Sheet setting forth Source's calculation of Working Capital, Current Assets and Current Liabilities as of such date ("Estimated Working Capital," "Estimated Current Assets" and "Estimated Current Liabilities," respectively). The Preliminary Balance Sheet shall (w) include the consolidated financial position of Source and the Source Subsidiaries, (x) fairly present the financial position of Source and the Source Subsidiaries as at the close of business on such date in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the balance sheet dated March 31, 1997 (the "Source Balance Sheet") previously delivered to NDC, (y) include no material increase in long-term indebtedness, and include line items substantially consistent with those in the Source Balance Sheet, and (z) be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Source Balance Sheet. As used in this Agreement, "Working Capital" shall mean the amount equal to Current Assets less Current Liabilities; "Current Assets" shall mean the amount equal to the sum of cash, accounts receivable (net of any reserves), inventories, prepaid expenses, work-in-process, and any other current assets recognized by GAAP; and "Current Liabilities" shall mean the amount equal to the sum of accounts payable, accrued current liabilities of Source (other than the current portion of capitalized lease obligations), accrued sales commissions (but only as to revenues realized and included in the Source and Source Subsidiaries' statements of income prior to such date), Accrued Bonuses, accrued vacation pay, current portion of long- term indebtedness, pre-billed revenues and any other current liabilities recognized by GAAP, but excluding all Transaction Expenses.
Preliminary Balance Sheet. The unaudited pro forma balance sheet of the Business, dated as of August 23, 1997 (the "Preliminary Balance Sheet"), set forth in Schedule 4.4, presents fairly the pro forma financial condition of the Business (including the Real Property) as at such date in accordance with the Accounting Principles.
Preliminary Balance Sheet. On the date being five (5) days prior to the Closing Date, Lanacom shall deliver a balance sheet of Lanacom, as of June 30, 1997 (as adjusted to reflect (x) the exercise of outstanding Lanacom Warrants for Lanacom Common Shares, or the expiration or cancellation of the Lanacom Warrants and (y) the exchange of outstanding Lanacom indebtedness for Lanacom Common Shares, in each case pursuant to the Pre-Closing Reorganization (as defined in Section 2.2(a)(iii) hereof), at any time from June 30, 1997 to Closing), prepared by Lanacom in consultation with Lanacom's auditors and BackWeb Parent (the "Preliminary Balance Sheet"). The Preliminary Balance Sheet shall be prepared in accordance with Canadian generally accepted accounting principles ("Canadian GAAP") consistent with the basis of accounting and procedures and methods employed by Lanacom in preparing the Lanacom Financial Statements.
Preliminary Balance Sheet. 4.5 Absence of Certain Liabilities and Changes......................... 4.6 Inventory.......................................................... 4.7 Receivables........................................................ 4.8 Taxes.............................................................. 4.9
Preliminary Balance Sheet. Prior to the Closing Date, the Seller and the Buyer shall prepare jointly an unaudited balance sheet for the Company (which may or may not contain notes), dated as of September 30, 2006 (the “Preliminary Balance Sheet”). The Preliminary Balance Sheet shall be prepared in accordance with GAAP. The Seller shall make available to the Buyer copies of all work papers and other documents and data as were used to prepare the Preliminary Balance Sheet (and any items therein).
Preliminary Balance Sheet. The unaudited balance sheet of the Business, dated as of September 28, 1996 (the "Preliminary Balance Sheet") was prepared from the hooks and records of Subsidiary in accordance with GAAP on a basis consistent with past practice and adjusted for those items set forth on Schedule 2.2.
Preliminary Balance Sheet. Sellers have delivered to Buyer SUN's January 20, 2014 balance sheet (the "Preliminary Balance Sheet"), which each Seller represents and warrants presents fairly the financial position of SUN as of the date thereof, and has been prepared in accordance with SUN's normal business practices applied on a consistent basis throughout the period covered.
Preliminary Balance Sheet. Three business days prior to the Closing, the Sellers shall prepare and deliver to the Buyer an estimated balance sheet of the Company as of the Closing Date (the "Preliminary Balance Sheet"). The Preliminary Balance Sheet shall be prepared by the Sellers in good faith and in accordance with GAAP applied on a consistent basis, and shall be accompanied by all information reasonably necessary to determine the amount of Existing Indebtedness, Net Working Capital Assets and the balance of cash as of the Closing, to the extent such amounts can be determined or estimated as of the date of the Preliminary Balance Sheet, and such other information as may be reasonably requested by the Buyer.
Preliminary Balance Sheet. The SAP pro forma balance sheet of the Company at March 31, 1999, and which sets forth a Net Equity equal to or greater than the Preliminary Net Equity and which gives pro forma effect to the termination of the Pooling Agreement, the termination and commutation of reinsurance agreements pursuant to Section 6.7 and the acquisition by the Company of the Nonstandard Business as of such date.
Preliminary Balance Sheet. Seller shall have executed and delivered to Buyer the Preliminary Balance Sheet and a statement indicating the Preliminary Net Asset Value.
