Common use of Initial Balance Sheet Clause in Contracts

Initial Balance Sheet. Not later than ten Business Days prior to the Closing Date, Seller shall deliver to Buyer an estimated unaudited balance sheet, as of immediately prior to the Closing, of the Target Businesses, from which the Estimated Net Book Value will be derived (the “Initial Balance Sheet”). The Initial Balance Sheet shall be prepared in accordance with GAAP with respect to the assets and liabilities set forth therein and in a manner and on a basis consistent in all respects with the February 28, 2007 unaudited balance sheet of the Target Businesses included in the Target Financial Statements, which balance sheet shall reflect the impact of the Reorganization and shall not include or reflect any liabilities or accruals in respect of the Retained Litigation, Income Taxes or any deferred Tax assets or liabilities. During the ten Business Day period prior to the Closing Date, Buyer shall have the opportunity to review and comment in good faith upon the Initial Balance Sheet prepared by Seller and Buyer and Seller shall work together in good faith to agree within such ten Business Day period to a final estimate of Estimated Net Book Value; provided, that if Buyer and Seller do not agree upon the Estimated Net Book Value within such ten Business Day period, the Estimated Net Book Value shall be as derived from the Initial Balance Sheet.

Initial Balance Sheet. Not later than ten Business Days prior to the Closing Date, Seller shall deliver to Buyer an estimated unaudited balance sheet, as of immediately prior to the Closing, of the Target Businesses, from which the Estimated Net Book Value will be derived (the “"Initial Balance Sheet”"). The Initial Balance Sheet shall be prepared in accordance with GAAP with respect to the assets and liabilities set forth therein and in a manner and on a basis consistent in all respects with the February 28, 2007 unaudited balance sheet of the Target Businesses included in the Target Financial Statements, which balance sheet shall reflect the impact of the Reorganization and shall not include or reflect any liabilities or accruals in respect of the Retained Litigation, Income Taxes or any deferred Tax assets or liabilities. During the ten Business Day period prior to the Closing Date, Buyer shall have the opportunity to review and comment in good faith upon the Initial Balance Sheet prepared by Seller and Buyer and Seller shall work together in good faith to agree within such ten Business Day period to a final estimate of Estimated Net Book Value; provided, that if Buyer and Seller do not agree upon the Estimated Net Book Value within such ten Business Day period, the Estimated Net Book Value shall be as derived from the Initial Balance Sheet.