Common use of Preliminary Balance Sheet Clause in Contracts

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. (a) Source PMSI will cause to be prepared and delivered to NDC a balance sheet for Source, pro forma giving effect to the Divestiture, PMSI Database 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 SourcePMSI'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 (wv) include only the consolidated financial position assets, liabilities and stockholders' equity of Source the Acquired Business and the Source SubsidiariesJoint Venture Interest, (x) fairly present the financial position of Source and the Source Subsidiaries PMSI Database 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 of PMSI Database dated March 31, 1997 (the "Source PMSI Database Balance Sheet") previously delivered to NDC, (y) include no material increase in long-term indebtedness, indebtedness and include line items substantially consistent with those in the Source PMSI Database Balance Sheet, and (z) subject to the provisions of clause (x) above, be prepared in accordance with accounting policies and practices consistent with those used in the preparation of the Source PMSI Database Balance Sheet. As used in this Agreementherein, "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, expenses and work-in-process, process and any other assets classified as current assets recognized by under GAAP; and "Current Liabilities" shall mean the amount equal to the sum of accounts payable, accrued current liabilities of Source PMSI Database (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' PMSI Database statements of income prior to such date), Accrued Bonuses, accrued vacation pay, current portion of long- long-term indebtedness, indebtedness and pre-billed revenues and any other liabilities classified as current liabilities recognized by under GAAP, but excluding all Transaction Expenses.

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 Two Business Days prior to the Closing Date JPMorgan shall deliver to Parent a preliminary balance sheet of the Company setting forth the estimated financial position of the Company on 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 assets of Source the Company consisting of prepaid expenses, Receivables, fixed and other tangible assets (collectively, the “Included Assets”) but excluding cash, the Bonds and intangible assets (collectively, the “Excluded Assets”) 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 Liabilities of the balance sheet dated March 31Company as of the Closing Date, 1997 consisting of accrued expenses, accounts payable, current liabilities and long term obligations of the Company (the "Source Balance Sheet"“Included Liabilities”) previously delivered but excluding (i) Liabilities to NDC, (y) include no material increase in long-term indebtedness, and include line items substantially consistent with those in the Source Balance Sheet, JPMorgan and/or affiliates and (zii) the Bonds (collectively, the “Excluded Liabilities”). The Preliminary Balance Sheet shall be prepared in accordance with accounting policies and practices GAAP, in a manner consistent with those that used in for the preparation audited financial statements of the Source Balance SheetCompany as of December 31, 2006. As used in this Agreement, "Working Capital" The Net Tangible Value of the Company shall mean the amount equal to Current Assets less Current Liabilities; "Current Assets" shall mean the be determined by subtracting an amount equal to the sum value 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 Included Liabilities from an amount equal to the sum value of accounts payablethe Included Assets (the “NTA”). Promptly after the Closing Date Parent shall prepare a balance sheet for the Company as of the Closing Date (the “Parent Balance Sheet”). The Parent Balance Sheet shall be prepared in a manner consistent with that used to prepare the Preliminary Balance Sheet. Upon its completion and delivery of the Parent Balance Sheet to JPMorgan, accrued current liabilities JPMorgan shall have Pricewaterhouse Coopers audit the Parent Balance Sheet and a copy of Source the audited Balance Sheet (other than the current portion of capitalized lease obligations), accrued sales commissions (but only as “Audited Balance Sheet”) shall be delivered to revenues realized Parent and included in the Source and Source Subsidiaries' statements of income JPMorgan prior to such date)the Net Tangible Book Value Adjustment Date. The foregoing audit shall include, Accrued Bonuseswithout limitation, accrued vacation payto the reasonable satisfaction of JPMorgan and Parent, current portion a complete reconciliation of long- term indebtednessthe Company and CitiGroup credit card servicing agreements including the reconciliation of cash, pre-billed revenues escrows, escrows payable and any other current liabilities recognized by GAAP, but excluding all Transaction ExpensesReceivables.