Estimated Balance Sheet definition

Estimated Balance Sheet has the meaning set forth in Section 2.3(a).

Estimated Balance Sheet has the meaning specified in Section 2.07.

Estimated Balance Sheet. Section 2.10(e)

Examples of Estimated Balance Sheet in a sentence

• If the dispute is not resolved by the specified Closing Date, Purchaser shall pay an Estimated Purchase Price based upon the amount of any Deficiency or Surplus, as applicable, resulting from the calculation of Net Current Assets set forth in the Estimated Balance Sheet.

• An estimate of the liabilities and obligations shall be prepared for purposes of Section 4.3 as of a date not more than 60 days prior to the Closing Date (the "Estimated Balance Sheet Date").

• Seller shall prepare and deliver to Purchaser an estimated consolidated balance sheet (the "Estimated Balance Sheet") of the Business as of the last day of the month immediately prior to the Closing Date (the "Preceding Month"), or in the event the Closing Date shall be within the first ten (10) days of any calendar month, as of the last day of the month immediately prior to the Preceding Month.

• If the net investment shown on the Estimated Balance Sheet is less than $155 million (the difference between the net investment and $155 million is hereinafter referred to as the "Estimated Shortfall"), then the Closing Cash Payment shall be reduced on a dollar-for-dollar basis by the amount of the Estimated Shortfall (such reduction being referred to as the "Estimated Balance Sheet Adjustment").

• Subject to the terms and conditions hereof, Purchaser shall, subject to the adjustments, if any, contemplated under Section 3, pay to Seller an amount (the "Closing Cash Payment") equal to (A) $187,600,000 less the Estimated Balance Sheet Adjustment (as defined below), if any (the "Estimated Purchase Price") less (B) $20,000,000.

More Definitions of Estimated Balance Sheet

Estimated Balance Sheet means the estimated balance sheet of the Company, as of the close of business on the day prior to the Closing Date prior to any purchase accounting adjustments and prepared in accordance with GAAP using the same applicable accounting methods, accounting practices, assumptions, policies and methodologies as were used in preparing the Company Financial Statements.

Estimated Balance Sheet means the estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Effective Time, to be prepared and delivered in accordance with Section 2.3(a).

Estimated Balance Sheet has the meaning set forth in Section 1.9(a).

Estimated Balance Sheet means the estimated unaudited balance sheet of the Company dated the Closing Date which shall be (i) prepared in accordance with GAAP (except that such unaudited balance sheet does not contain the footnotes required by GAAP) and prepared in good faith and based on reasonable assumptions and (ii) approved by Buyer, which approval shall not be withheld unreasonably. “Estimated Net Liabilities” shall be the amount equal to the total liabilities of the Company as determined in accordance with GAAP (“Total Liabilities”) minus the current assets of the Company as determined in accordance with GAAP (“Current Assets”) as reflected in the Estimated Balance Sheet.

Estimated Balance Sheet has the meaning provided such term in Section 2.5.

Estimated Balance Sheet is defined in Section 2.5.1.

Estimated Balance Sheet means the October 23, 1998 balance sheet, att Schedule 11 hereto.