Pre-Closing Balance Sheet Clause Samples

Pre-Closing Balance Sheet. Buyer represents that prior to Closing it has ascertained that the Seller's representations and warranties set forth in Section 4.17 of this Agreement are accurate and waives the delivery by Seller of a pre-closing balance sheet.

Pre-Closing Balance Sheet. The parties have agreed on the final form of the Pre-Closing Balance Sheet. The final form of the Pre-Closing Balance Sheet is attached hereto as Exhibit "K." The parties acknowledge that the Agreed Inventory Value on line 5 of the Post-Closing Date Balance Sheet is in error. The value of the Included Inventory will be adjusted downward as part of the Post-Closing Accounting Adjustments to reflect the application of a 70% valuation factor (as opposed to a 100% valuation factor) on the items identified as LDC UK and LDC-1.

Pre-Closing Balance Sheet. Purchaser shall have received from Seller an estimated balance sheet of the Company reflecting the Subject Business transferred at Closing, and excluding the Asset Transfers, (the "PRE-CLOSING BALANCE SHEET") and which is set forth on EXHIBIT 7.3 attached hereto.

Pre-Closing Balance Sheet. GELV shall have received the Pre- Closing Balance Sheet at least five (5) business days prior to the Closing Date, which shall be in form and substance reasonably satisfactory to GELV.

Pre-Closing Balance Sheet. The Company shall prepare and deliver to Buyer, as soon as reasonably practicable and in any event not less than five days prior to the scheduled Effective Time, a consolidated balance sheet of the Company and the Company Subsidiaries dated as of January 31, 1999 and satisfying the requirement of this Section 5.07(the "Pre-Closing Balance Sheet"). If the Effective Time occurs on or before March 15, 1999, then the Pre-Closing Balance Sheet may be unaudited, and (unless audited by PricewaterhouseCoopers LLP) shall be accompanied by a certificate executed by the Chief Financial Officer and by the Executive Vice President and Secretary of the Company certifying that such Pre-Closing Balance Sheet is correct and complete in all materials respects and prepared in accordance with generally accepted accounting principles consistently applied, except as set forth on Schedule 5.07. If the Effective Time occurs after March 15, 1999, then the Pre-Closing Balance Sheet shall be audited by PricewaterhouseCoopers LLP and shall be prepared in accordance with generally accepted accounting principles consistently applied, except as set forth on Schedule 5.07, and provided that notwithstanding Schedule 5.07, inventory shrink shall be actual.

Pre-Closing Balance Sheet. Seller shall have agreed with the Pre-Closing Balance Sheet.

Pre-Closing Balance Sheet. Attached as Disclosure Schedule 3.8 is a copy of the Pre-Closing Balance Sheet. The information set out in the Pre-Closing Balance Sheet is true and correct and was derived from the books and records of the Company.

Pre-Closing Balance Sheet. No later than the Saturday ------------------------- immediately preceding the Closing Date (the "Pre-Closing Date"), Seller shall deliver to Buyer copies of a consolidated balance sheet of the Bank and the Holding Company (the "Pre-Closing Balance Sheet"), certified and signed by the Seller, reflecting the Retained Assets, Retained Liabilities and the shareholders' equity of the Bank and the Holding Company as of midnight on the day immediately preceding the Closing Date (the "Pre-Closing Balance Sheet Date"). Such Pre-Closing Balance Sheet shall (i) be true and correct in all material respects, fairly present the assets, liabilities and stockholders' equity of the Bank and the Holding Company and be prepared in accordance with generally accepted accounting principles ("GAAP"), except with respect to variations from GAAP (A) that may result from compliance with any provisions of this Agreement, including, but not limited to, Section 6(n), and (B) with respect to the amount of goodwill included therein, (ii) be determined after giving effect on a pro forma basis to the completion of the purchase and assumption of the Seller Assets and Seller Liabilities pursuant to the P&A Agreement, (iii) include through midnight on the Pre-Closing Balance Sheet Date all accruals for amortization, interest expense, interest income, salaries, payroll and property taxes and other accrued liabilities associated with the Retained Assets and the operation of, and personnel located at, the Main Office, (iv) include as attachments (A) a trial balance of all deposits as of midnight on the Pre-Closing Balance Sheet Date and (B) detailed supporting schedules, (v) exclude the value of any deferred tax assets of the Bank or Holding Company attributable to any tax periods prior to the Closing (the "Deferred Tax Assets"), (vi) reflect the Minimum Equity Amount required by Section 6(f) and (vii) exclude any value attributable to any prepaid insurance premiums for any insurance policies terminated in accordance with Section 6(n).

Pre-Closing Balance Sheet. No fewer than five Business Days prior to the Closing Date, the Seller shall cause the Company to prepare an unaudited balance sheet of the Company in accordance with this Section 5.09 (the "Pre-Closing Balance Sheet"). In the event that the Closing is scheduled to occur after the fifteenth day of any particular calendar month, the Pre-Closing Balance Sheet shall be prepared as of the last day of the immediately preceding calendar month. If the Closing is scheduled to occur on or prior to the fifteenth day of any particular calendar month, the Pre-Closing Balance Sheet shall be prepared as of the last day of the second preceding calendar month. The Pre-Closing Balance Sheet shall be prepared in accordance with Accounting Principles applied on a basis consistent with the preparation of the Net Asset Test Reference Balance Sheet and shall exclude (i) any indebtedness for borrowed money of the Company, and (ii) any cash or cash equivalents, other than cash in the amount of any checks outstanding. During the preparation of the Pre-Closing Balance Sheet and during the period of any review by 35 31 the Purchaser and its representatives of the Pre-Closing Balance Sheet,the Seller shall cause the Company to provide, and shall cause the Company and its officers, employees and agents to provide, full access to the books, records, facilities and employees of the Company, in each case to the extent required by the Purchaser and its representatives in order to monitor the preparation of, and review, the Pre-Closing Balance Sheet.