Closing Balance Sheet

Closing Balance Sheet. The consolidated balance sheet of THL as of 11:59 P.M. London time on the day preceding the Closing Date, which balance sheet shall be prepared by THL and approved by Buyer and the Shareholders. The Closing Balance Sheet shall be stated in Pounds Sterling and, except as otherwise provided in Section 2.3(b), be prepared in accordance with U.K. GAAP, applied on a basis consistent with the accounting policies and principles used in the preparation of the 2004 Balance Sheet.

Closing Balance Sheet. The meaning set forth in §2(c) below