Reference Balance Sheet Sample Clauses

Reference Balance Sheet. Reference Balance Sheet" shall have the meaning assigned thereto in Section 4.3.

Reference Balance Sheet. Article X Representatives..................................

Reference Balance Sheet. The `Reference Balance Sheet' shall mean the balance sheet of the Business as of September 29, 2002 adjusted as set forth in Annex 1 to the Amendment No. 1 to the Purchase Agreement."

Reference Balance Sheet. At least 3 business days prior to the Closing Date, the Company will prepare and deliver to Buyer (i) a preliminary unaudited consolidated balance sheet of the Company and its Subsidiaries as of the open of business on the Closing Date (the “Reference Balance Sheet”), (ii) a good faith estimate of the amount and calculation of the Closing Working Capital, each of the Purchase Price Components and the Purchase Price and accompanied by a certificate of the chief financial officer of the Company to that effect (the items in clauses (i) and (ii), collectively, the “Estimated Closing Statement”), and (iii) the Allocation Schedule. The Company will prepare the Reference Balance Sheet in accordance with the Accounting Standards. Buyer shall have the right to review the Estimated Closing Statement and such supporting documentation or data as Buyer may reasonably request and to discuss them with the Company; provided that the failure to include in the Estimated Closing Statement any changes proposed by Buyer, or the acceptance by Buyer of the Estimated Closing Statement, or the consummation of the Closing, shall not limit or otherwise affect Buyer’s rights under this Agreement, including to include such changes or other changes in the Closing Statement (in accordance with this Agreement), or constitute an acknowledgment by Buyer of the accuracy of the Estimated Closing Statement.

Reference Balance Sheet. To implement the agreement of the Parties with respect to the Reference Balance Sheet and Reference NAV, the Original Purchase Agreement is amended as follows: (a) Section 2.3(a) is replaced in its entirety with the following:

Reference Balance Sheet. Events since the Reference Date .................................. 8.

Reference Balance Sheet. The Reference Balance Sheet for each of Dunellen and CTC (i) was prepared in accordance with the books of account and other financial records of Dunellen and CPI, (ii) presents fairly the financial condition and results of operations, changes in stockholders' equity and cash flow of Dunellen and CTC as of the date thereof, and (iii) includes all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition and results of operations, changes in stockholders' equity and cash flow of Sellers as of the date thereof excluding footnotes and normal year-end adjustments.

Reference Balance Sheet. The unaudited balance sheet and statement of income for the Company dated the Reference Balance Sheet Date. Reference Balance Sheet Date. March 31, 2000. Related Entities. Purchaser, the Company and their respective Affiliates.

Reference Balance Sheet. 5.5 Representatives......................................................................................8.7 SEC..................................................................................................5.5