Sample Balance Sheet definition
Examples of Sample Balance Sheet in a sentence
At least five (5) business days prior to the Closing Date, Buyer will cause to be prepared and delivered to Seller for Seller's approval an estimated balance sheet (the "Estimated Closing Balance Sheet") for the Operating Company substantially in the format attached hereto as Exhibit "J" (the "Sample Balance Sheet").
Prior to Closing, the Company and CEA shall fully resolve (and obtain full releases in connection therewith) the claim by certain former shareholders of the Company and/or CEA pursuant to the 2008 Merger Agreement pertaining to such former shareholders’ rights to receive certain refunds of federal income taxes, which liability is reflected in the Sample Balance Sheet in the amount of $888,397 (the “2008 Merger Agreement Refund Claim”).
The Audit Firm’s engagement shall be limited to the resolution of disputed amounts set forth in the Proposed Closing Statement that have been identified by Member, which resolution shall be in accordance with this Agreement including the Sample Balance Sheet, and no other matter relating to the Proposed Closing Statement shall be subject to determination by the Audit Firm except to the extent affected by resolution of the disputed amounts.
In all material respects, Seller has operated the Business in the ordinary course since the date of the Sample Balance Sheet through the date of this Agreement, except as required by the Bankruptcy Case or permitted under Section 5.04.
Schedule 3.04(b) sets forth the basis on which the Sample Balance Sheet was prepared and the accounting principles used in such preparation, all of which shall be applied consistently by Seller for the preparation of the Pre-Closing Balance Sheet and by Purchaser for the preparation of the Final Balance Sheet as provided in Section 2.10(a).
The Sample Balance Sheet and Sample Purchase Price Statement have been prepared in good faith by Seller in accordance with the Company’s Books and Records and with the principles and the adjustments set forth therein and in Section 2.03 (except that the Target Adjusted Statutory Capitalization and the Section 338(h)(10) Adjustment were provided by Buyer).
For the purpose of making an initial determination of the Purchase Price of the Business, Seller will deliver to Buyer, at least five (5) days prior to the Closing, a balance sheet, prepared in accordance with GAAP and with the adjustments reflecting Excluded Assets and Excluded Liabilities on a basis consistent with the Sample Balance Sheet, in each case reflecting the estimated closing balances for the Business as of Closing Date (the “Preliminary Closing Balance Sheet”).