The Preliminary Closing. Balance Sheet and the Final Closing Balance Sheet amounts, with respect to the inventories of the Seller, shall be based upon the results of a physical count of all inventories (including those located at all stock representative locations) taken at the close of business on the Closing Date in accordance with procedures to be mutually agreed to by the Parties. The following procedures will apply to the physical count of any damaged or defective inventory: (i) to the extent such inventory cannot be reworked, it will be excluded from the physical count; (ii) to the extent such inventory can be reworked, the value of such inventory will be reduced by the estimated cost of placing such inventory into saleable or usable condition. Any subpart (i) inventory will be deemed a Retained Asset. Seller will remove such inventory from the Huxxxx Xacility and the Charlotte Facility as soon as practicable. With respect to the Preliminary Closing Balance Sheet and Final Closing Balance Sheet, the valuation of inventory on hand shall be based on the First- In-First-Out (FIFO) layering method of accounting. For purposes of this Agreement, the plant capacity used in the burden calculation shall be 80%.
The Preliminary Closing. Balance Sheet and the Final Closing Balance Sheet shall include an accrual for the defined contribution plan discretionary payment provided in the Intech Savings Plan computed as follows:
The Preliminary Closing. Balance Sheet and the Final Closing Balance Sheet shall not include any accrual for postretirement medical benefits.
The Preliminary Closing. Balance Sheet and the Final Closing Balance Sheet will not include any amount for employee advances or receivables that exceeds in the aggregate $15,000. To be included, such advances and receivables must also have been incurred in the Ordinary Course (i.e., travel advances).
The Preliminary Closing. Balance Sheet and the Final Closing Balance Sheet shall include a vacation pay accrual for hourly personnel based on the number of days earned through the Closing Date less the number of days taken multiplied by the hourly wage rate (which shall be based on a work year of 2,080 hours). The Preliminary Closing Balance Sheet and the Final Closing Balance Sheet shall include a holiday accrual for hourly personnel based on the total holiday pay (the sum of each employee's wage rate multiplied by the number of holiday hours) multiplied by the number of holidays remaining divided by the total number of holidays given to employees in a year. Any adjustment of the Purchase Price with respect to valuation of inventory shall be only as set forth in Section 2.7.2.1 or 2.7.
The Preliminary Closing. DATE Balance Sheet will be prepared on a basis consistent with the Balance Sheet.
The Preliminary Closing. 1.1 The Parties have carried out the following transactions at a closing (the "Preliminary Closing") on the date hereof (the "Preliminary Closing Date"):
(a) Subscription by PTC for Shares of TKP. PTC has subscribed, at a price of 2,149.61 Polish zlotys per share, for 317,189 shares of TKP, which shall represent 25% of the outstanding share capital of TKP immediately following the issuance of such shares.
(b) Contribution by PTC of Shares of the Contributed Companies. In accordance with the terms of the share contribution agreement dated the date hereof, PTC has contributed to TKP and TKP has accepted 100% of the share capital of Wizja and 100% of the share capital of UPC Broadcast.
(c) (euro)150 Million UPC Shareholder Loan. UPC Polska has assigned its debt receivable under its (euro)150 million shareholder loan to Wizja, as amended (the "UPC Shareholder Loan") to Canal+ in consideration for a payment of (euro)150 million (the "UPC Loan Assignment").
The Preliminary Closing. Balance Sheet and Final Closing Balance Sheet shall be prepared in accordance with the provisions of this Section except that there shall be no change in the amount allocated to depreciation of any capital equipment for the period following June 30, 1996 through the Closing Date. Each Party understands that the objective in Alpha Wire Corporation deriving the Final Closing Balance Sheet is to measure actual changes in the "net assets" of the Seller for the period between June 30, 1996 and the Closing Date and, in so doing, the final adjustment of the Purchase Price for the Assets. The Parties have agreed that in the event of a conflict or inconsistency between Sections 2.7.1 and 2.7.2, Section 2.7.2 shall take precedence over
The Preliminary Closing. Balance Sheet and the Final Closing Balance Sheet will not include any intercompany amounts.
The Preliminary Closing. Balance Sheet and the Final Closing Balance Sheet will not include any amounts with respect to intangible assets other than those costs with respect to the SSA Business Process Control System which are set out on the Peg Statement.
