Reference Balance Sheet. Reference Balance Sheet" shall have the meaning assigned thereto in Section 4.3.
Reference Balance Sheet. Article X Representatives..................................
Reference Balance Sheet. Events since the Reference Date .................................. 8.
Reference Balance Sheet. 3.9 78. Reference Balance Sheet Date ...........................................3.9 79. Registration Rights Agreement...........................................7.8 80. Release ..............................................................3.15m 81. SEC ....................................................................4.7 82.
Reference Balance Sheet. To implement the agreement of the Parties with respect to the Reference Balance Sheet and Reference NAV, the Original Purchase Agreement is amended as follows:
(a) Section 2.3(a) is replaced in its entirety with the following:
Reference Balance Sheet. The `Reference Balance Sheet' shall mean the balance sheet of the Business as of September 29, 2002 adjusted as set forth in Annex 1 to the Amendment No. 1 to the Purchase Agreement."
Reference Balance Sheet. The Reference Balance Sheet for each of Dunellen and CTC (i) was prepared in accordance with the books of account and other financial records of Dunellen and CPI, (ii) presents fairly the financial condition and results of operations, changes in stockholders' equity and cash flow of Dunellen and CTC as of the date thereof, and (iii) includes all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition and results of operations, changes in stockholders' equity and cash flow of Sellers as of the date thereof excluding footnotes and normal year-end adjustments.
Reference Balance Sheet. At least 3 business days prior to the Closing Date, the Company will prepare and deliver to Buyer (i) a preliminary unaudited consolidated balance sheet of the Company and its Subsidiaries as of the open of business on the Closing Date (the “Reference Balance Sheet”), (ii) a good faith estimate of the amount and calculation of the Closing Working Capital, each of the Purchase Price Components and the Purchase Price and accompanied by a certificate of the chief financial officer of the Company to that effect (the items in clauses (i) and (ii), collectively, the “Estimated Closing Statement”), and (iii) the Allocation Schedule. The Company will prepare the Reference Balance Sheet in accordance with the Accounting Standards. Buyer shall have the right to review the Estimated Closing Statement and such supporting documentation or data as Buyer may reasonably request and to discuss them with the Company; provided that the failure to include in the Estimated Closing Statement any changes proposed by Buyer, or the acceptance by Buyer of the Estimated Closing Statement, or the consummation of the Closing, shall not limit or otherwise affect Buyer’s rights under this Agreement, including to include such changes or other changes in the Closing Statement (in accordance with this Agreement), or constitute an acknowledgment by Buyer of the accuracy of the Estimated Closing Statement.
Reference Balance Sheet. 5.5 Representatives......................................................................................8.7 SEC..................................................................................................5.5
Reference Balance Sheet. Schedule 1.1(b) - Real Property Schedule 1.1(d) - Acquired Contracts Schedule 1.1(f) - Inventory and Supply Locations Schedule 1.1(h) - Intellectual Property Schedule 1.1(j) - Information Technology Schedule 1.1(k) - Permits Schedule 1.1(m) - Subsidiaries Schedule 1.1(p) - Prepaid Deposits and Expenses Schedule 1.1(r) - Acquired Benefit Plans Schedule 1.2(a) - Excluded Assets Schedule 1.3(e) - Real and Personal Property Taxes Schedule 1.6(c) - Term Sheet Assumed Contracts Schedule 1.7 - Transition Services Assets Schedule 2.2(a) - Principal Payments Schedule 3.4(a) - Ancillary Assets Schedule 4.1(f) Subsidiaries Schedule 4.1(g) - Sellers' Consents Schedule 4.1(h)(i) - Compliance with Laws Schedule 4.1(h)(ii) - Financial Obligations Schedule 4.1(i) - Litigation Schedule 4.1(j)(ii) - Joint Venture Benefit Plans Schedule 4.1(k)(ii) - Excluded Joint Venture Assets Schedule 4.1(l) - Acquired Intellectual Property Information Schedule 4.1(o) - Material Contracts, Cure Costs and Prepaid Expenses and Deposits Schedule 4.1(p) - Environmental Matters Schedule 4.1(q) - Insurance Schedule 4.1(r) - Real Property Matters Schedule 4.1(s) - Accounts Receivable Schedule 4.1(t) - Inventories Schedule 4.1(u) - Absence of Certain Changes Schedule 4.1(v) - Absence of Undisclosed Liabilities Schedule 4.1(y) - Joint Venture Information Schedule 4.2(e) - Buyer's Consents Schedule 4.3(f) - ISG Subsidiaries Schedule 4.3(g) - ISG's Consents Schedule 4.3(h) - Compliance with Laws Schedule 4.3(i) - Litigation Schedule 4.3(k) - ISG Environmental Matters Schedule 4.3(l) - ISG Insurance Schedule 4.3(m) - Capital Stock of ISG Schedule 4.3(p) - ISG Undisclosed Liabilities Schedule 4.3(q) - ISG Tax Matters Schedule 5.1(a) - Exceptions to Sellers' Conduct of Business Schedule 5.2(a) - Conduct of Business of ISG Before the Closing Date ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this "AGREEMENT"), dated as of March 12, 2003 (the "EXECUTION DATE"), is made by and among Bethlehem Steel Corporation, a Delaware corporation ("PARENT"), the other Sellers, ISG Acquisition Inc., a Delaware corporation ("BUYER"), and International Steel Group Inc., a Delaware corporation ("ISG"). Capitalized terms used in this Agreement are defined or cross-referenced in Article 12.
