Preparation of Estimated Balance Sheet Sample Clauses

Preparation of Estimated Balance Sheet. On or prior to the date which is two Business Days prior to the Closing Date, the Purchaser, after consulting with the Company, shall prepare and deliver to the Company a detailed balance sheet (the “Estimated Balance Sheet”) which reasonably estimates the financial position of the Company and its Subsidiaries as of the Closing Date in conformity with GAAP and sets forth a detailed calculation of the Purchaser’s estimate of (i) the Company Debt Amount as of the Closing Date (the “Estimated Company Debt Amount”), and (ii) the Net Current Assets as of the Closing Date (the “Estimated Net Current Assets”).
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Preparation of Estimated Balance Sheet. (i) From the date of this Agreement through the earlier to occur of (x) the Closing Date, and (y) the date on which this Agreement is terminated in accordance with the provisions of Section 9.01 hereof, the Seller shall cause the Company to, on each by no later than the 25th day of the following month deliver the estimates of the Total Equity as of the end of the prior calendar month. (ii) On or prior to the date which is two (2) Business Days prior to the Closing Date, the Seller shall cause the Company’s chief financial officer to prepare and deliver to the Purchaser, and the Purchaser shall have the right to discuss, review and object to, a monthly internally prepared balance sheet prepared in conformity with GAAP applied on a basis consistent with the preparation of the Financial Statements (excluding adjustments required by the consummation of the Transactions) which reasonably estimates the financial position of the Company as of the end of the month prior to the Closing Date (as so prepared the “Estimated Balance Sheet”) and sets forth a detailed calculation of such officer’s estimate of the Total Equity as of the Closing Date (the “Estimated Total Equity”); provided, however, that in the event that the Purchaser reasonably objects to such computation, the Purchaser and the Seller shall engage in good faith negotiations for a period of five (5) days to resolve such objection. If the Parties cannot come to a resolution within such five (5)-day period, Purchaser shall have the right to terminate this Agreement in accordance with Article IX, provided that Purchaser shall not be entitled to the return of the Deposit unless the objections of the Purchaser to the computation were based upon reasonable positions supportable by GAAP and consistent with prior positions taken by the Company.
Sample 1
Preparation of Estimated Balance Sheet. Not fewer than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer in writing (a) an estimated consolidated balance sheet for the Target Group as of immediately prior to the Closing (the “Estimated Balance Sheet”), (b) a good faith estimate of the Purchase Price payable at Closing after giving effect to the adjustments described in Section 1.1.1(b) (the “Estimated Purchase Price”), and (c) a good faith calculation, as of immediately prior to the Closing, of (i) Estimated Working Capital and (ii)
Sample 1
Preparation of Estimated Balance Sheet. On or prior to the date which is five (5) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a balance sheet (as so prepared, the "Estimated Balance Sheet") which sets forth the Sellers' reasonable and good faith estimate of the financial position of the Sellers as of the opening of business on the Closing Date and a detailed calculation of such estimate, with reasonable supporting detail as to such calculation, of the Working Capital as of the opening of business on the Closing Date (the "Estimated Working Capital"). The Estimated Balance Sheet shall be prepared in good faith applied in a manner consistent with the preparation of the Balance Sheet and shall include the same line items as the Balance Sheet. The Sellers shall incorporate reasonable comments of the Buyer with respect to such Estimated Balance Sheet and/or Estimated Working Capital, in each case to the extent such comments are provided to the Sellers no later than at least three (3) Business Days prior to the Closing Date. In the event that the Estimated Balance Sheet and/or Estimated Working Capital are revised to reflect the Buyer's comments pursuant to this Section 2.4(a), the Sellers shall deliver to the Buyer no later than two (2) Business Days prior to the Closing Date the revised Estimated Balance Sheet and/or revised Estimated Working Capital, as applicable. In the event that the Estimated Balance Sheet and/or Estimated Working Capital, as applicable, are not revised to reflect the Buyer's comments pursuant to this Section 2.4(a), the Estimated Balance Sheet and Estimated Working initially provided by the Sellers shall control.
Sample 1

Related to Preparation of Estimated Balance Sheet

  • Closing Balance Sheet (i) As soon as practicable (and in no event later than 45 days after the Closing) the Company shall prepare and deliver to the Parent and the Shareholders' Representative a proposed actual closing consolidated balance sheet of the Company and its subsidiaries as of the opening of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the Audited Balance Sheets. Simultaneously with the preparation and delivery of the Closing Balance Sheet, the Company shall prepare and deliver to the Parent and the Shareholders' Representative a statement of "Closing Net Worth," defined herein as total assets, including cash, less total liabilities, excluding the outstanding balance of the Crestar Loan, each as set forth in the Closing Balance Sheet. (ii) If neither the Parent nor the Shareholders' Representative objects to the determination by the Company of the Closing Net Worth by written notice of objection (the "Notice of Objection") delivered to the other party within 20 days after the receipt of such statement, such Notice of Objection to describe in reasonable detail such party's proposed adjustments to the Closing Net Worth, the proposed Closing Net Worth shall be deemed final and binding. (iii) If either party delivers a Notice of Objection in respect of the Closing Net Worth, then any dispute shall be resolved in accordance with paragraph (b) of this Section 2.9. (iv) During the period that the Parent and the Shareholders' Representative are conducting their review of the determination of the Closing Net Worth, and subsequent to issuance of the Closing Balance Sheet, Parent and the Shareholders' Representative and their respective representatives shall have reasonable access during normal business hours to the workpapers, schedules, memoranda, and all of the documents, including accounting records and other information arising after the Closing Date, prepared or reviewed by the Company and its employees related to or arising in connection with the preparation of the Closing Balance Sheet and the determination of the Closing Net Worth. (v) The Company will make the work papers prepared in connection with its preparation of the Closing Balance Sheet available to each of the Parent and the Shareholders' Representative and their respective representatives at reasonable times and upon reasonable notice subsequent to the completion of their review of the Closing Balance Sheet and at any time during the resolution of any objections raised by any party with respect to the Closing Balance Sheet and the determination of the Closing Net Worth.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Balance Sheet ASSETS CURRENT ASSETS Cash $ Accounts Receivable Merchandise Inventory Notes Receivable (Less than 1 year) TOTAL CURRENT ASSETS $ NONCURRENT ASSETS Equipment/Property $ Less Depreciation Reserve Net Equipment/Property Cost Prepaid Expenses Other: Other: TOTAL NONCURRENT ASSETS $ TOTAL ASSETS $ LIABILITIES CURRENT LIABILITIES Accounts Payable $ S & W Payable Short-Term Notes Payable Interest Payable Short-Term Loan Payable Other: Other: TOTAL CURRENT LIABILITIES $ OTHER LIABILITIES Other: $ Other: TOTAL OTHER LIABILITIES $ TOTAL LIABILITIES $ CAPTIAL OWNER'S EQUITY Capital $ Less Personal Drawing $ Net Addition $ Stockholder's Equity $ Other: $ TOTAL CAPITAL $ TOTAL LIABILITIES AND CAPITAL $ DPR 86 3 CONCESSIONAIRE NAME CONCESSION NAME PARK UNIT NAME REPORTING PERIOD From: To:

  • Closing Date Balance Sheet a. Not later than sixty (60) days after the Closing, Seller shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") applied in a manner consistent with the accounting principles and practices applied in the preparation of the Financial Statements (as defined herein). Seller agrees to use reasonable efforts to cause the Closing Date Balance Sheet to be prepared and delivered to Purchaser within sixty (60) days after the Closing, unless such inability to deliver the Closing Date Balance Sheet is as a result of Purchaser's failure to give Seller reasonable access to the necessary books, records and/or personnel, in which event the requirement to deliver the Closing Date Balance Sheet shall be tolled until Seller is given reasonable access to the necessary documentation or personnel. The date of delivery of the Closing Date Balance Sheet to Purchaser is referred to herein as the "Delivery Date". b. Without charge by Purchaser, Purchaser shall cause its and the Company's employees to cooperate reasonably and on a timely basis and to assist Seller with the preparation of the Closing Date Balance Sheet, and shall make reasonably available to Seller and its authorized representatives the books, records, and personnel of the Company which Seller reasonably requires in order to prepare and deliver the Closing Date Balance Sheet. Purchaser and Seller shall, throughout the entire period from the date of this Agreement to the Delivery Date, meet and discuss any and all financial and business matters relating to such process and the preparation of the Closing Date Balance Sheet, and Seller shall make available its work papers for confidential inspection and review by Purchaser and Purchaser's accountants; provided, however, that Seller may omit or redact information that contains competitively sensitive information concerning Seller's or any of Seller's Affiliate's unrelated operations, contracts, customers, pricing, costs, or related matters.

  • Monthly Financial Statements As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);

  • Estimates and Reconciliation of Estimates Where estimated expenditures are used to determine the amount of the drawdown, the State will indicate in the terms of the State unique funding technique how the estimated amount is determined and when and how the State will reconcile the difference between the estimate and the State's actual expenditures.

  • Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.

  • Statement of Estimated Direct Expenses In addition, Landlord shall give Tenant a yearly expense estimate statement (the “Estimate Statement”) which shall set forth Landlord’s reasonable estimate (the “Estimate”) of what the total amount of Direct Expenses for the then-current Expense Year shall be and the estimated Tenant’s Share of Direct Expenses (the “Estimated Direct Expenses”). The failure of Landlord to timely furnish the Estimate Statement for any Expense Year shall not preclude Landlord from enforcing its rights to collect any Estimated Direct Expenses under this Article 4, nor shall Landlord be prohibited from revising any Estimate Statement or Estimated Direct Expenses theretofore delivered to the extent necessary. Thereafter, Tenant shall pay, with its next installment of Base Rent due that is at least thirty (30) days thereafter, a fraction of the Estimated Direct Expenses for the then-current Expense Year (reduced by any amounts paid pursuant to the last sentence of this Section 4.4.2). Such fraction shall have as its numerator the number of months which have elapsed in such current Expense Year, including the month of such payment, and twelve (12) as its denominator. Until a new Estimate Statement is furnished (which Landlord shall have the right to deliver to Tenant at any time), Tenant shall pay monthly, with the monthly Base Rent installments, an amount equal to one-twelfth (1/12) of the total Estimated Direct Expenses set forth in the previous Estimate Statement delivered by Landlord to Tenant.

  • Year-End Statements As soon as available and in any event within 5 days after the same is required to be filed with the Securities and Exchange Commission (but in no event later than 120 days after the end of each fiscal year of the Parent), the audited consolidated balance sheet of the Parent and its Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of income, shareholders’ equity and cash flows of the Parent and its Subsidiaries for such fiscal year, setting forth in comparative form the figures as at the end of and for the previous fiscal year, all of which shall be (a) certified by the chief financial officer or chief accounting officer of the Parent, in his or her opinion, to present fairly, in accordance with GAAP and in all material respects, the consolidated financial position of the Parent, the Borrower and its other Subsidiaries as at the date thereof and the results of operations for such period and (b) accompanied by the report thereon of an Approved Accounting Firm, whose certificate shall be unqualified and in scope and substance reasonably satisfactory to the Administrative Agent and who shall have authorized the Borrower to deliver such financial statements and certification thereof to the Administrative Agent and the Lenders pursuant to this Agreement; provided, however, the Parent shall not be required to deliver an item required under this Section if such item is contained in a Form 10-K filed by the Parent with the Securities and Exchange Commission (or any Governmental Authority substituted therefore) and is publicly available to the Administrative Agent and the Lenders.

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