Estimated Closing Date Balance Sheets definition

Estimated Closing Date Balance Sheets has the meaning set forth in Section 2.13(a).

Estimated Closing Date Balance Sheets. The Net Working Capital and Net Cash of each of XXXX and Titan and each of their respective Subsidiaries will be added together (or netted against one another, as the case may be) to calculate the combined Net Working Capital and Net Cash of the Propane Group Entities for purposes of this Section 2.5. Contributor shall also prepare, or cause to be prepared, a worksheet showing the difference, if any, between (i) the combined Net Working Capital of the Propane Group Entities as derived from the Estimated Closing Date Balance Sheets (the “Estimated Net Working Capital”) and the Net Working Capital Target and (ii) the combined Net Cash of the Propane Group Entities as derived from the Estimated Closing Date Balance Sheets (the “Estimated Net Cash”) and the Net Cash Target.

Estimated Closing Date Balance Sheets is defined in Section 2.5(a).

Examples of Estimated Closing Date Balance Sheets in a sentence

• The parties shall agree within five (5) business days as to the Estimated Closing Date Balance Sheets and Estimated Closing Date Income Statement or either party may terminate this Agreement (but such termination shall not effect the rights of the parties with respect to Breaches prior to such termination).

• Purchaser and the Sellers shall, after reviewing the balance sheets and income statements prepared by the Sellers, in good faith attempt to agree upon the Estimated Closing Date Balance Sheets and the Estimated Closing Date Income Statements.

• Not later than five (5) Business Days prior to the Closing Date, the Company shall deliver to the Buyer the Estimated Closing Date Balance Sheets, together with worksheets and data that support the Estimated Closing Date Balance Sheets and any other information that the Buyer may reasonably request in order to verify the amounts reflected on the Estimated Closing Date Balance Sheets.

• The Agent shall also prepare and deliver, or cause to be prepared and delivered, to the Buyer Parties a worksheet showing the Net Working Capital shown on the Estimated Closing Date Balance Sheets (the “Estimated Net Working Capital”).

• Five (5) business days prior to the Closing, each Company shall deliver to the Buyer estimated balance sheets as of the Closing Date (as aggregated, the "Estimated Closing Date Balance Sheets") and an exhibit for the Tangible Net Worth Statement as of the Closing Date, substantially in the form attached hereto as Exhibit A, which Exhibit sets forth the Tangible Net Worth as of December 31, 2005.

• The Estimated Closing Date Balance Sheets delivered by the Stockholders shall satisfy the Minimum Capital Requirements.

• Concurrently with the delivery of the Estimated Closing Settlement Statement, Sellers’ Representative will prepare and deliver, or cause to be prepared and delivered, on behalf of Sellers, to Buyer balance sheets (collectively, the “Estimated Closing Date Balance Sheets”) of each of the Companies as of the Closing Date, which Estimated Closing Date Balance Sheets will be prepared in accordance with the Net Working Capital Analysis and the Calculation Methodologies.

• At least 20 days prior to the Closing Date, the Stockholders shall deliver to Buyer the Companies' Good Faith Estimate of the balance sheet for each of the Companies as of the Closing Date (each, an "Estimated Closing Date Balance Sheet" and collectively the "Estimated Closing Date Balance Sheets").

• At the time of delivery pursuant to Section 6.12 and as of the Closing Date, the Estimated Closing Date Balance Sheets shall have been prepared in good faith based upon financial information then available to the Company and inquiries of personnel responsible for the preparation of financial information relating to the Company in the ordinary course of business.

• The Estimated Closing Date Balance Sheets shall be prepared in accordance with GAAP consistently applied, and otherwise consistent with the methodology used to prepare such entity's most recent regularly prepared balance sheet.

More Definitions of Estimated Closing Date Balance Sheets

Estimated Closing Date Balance Sheets means the Estimated Closing Date GAAP Balance Sheet and the Estimated Closing Date SAP Balance Sheet.

Estimated Closing Date Balance Sheets is defined in Section 3.1(a).