Final Closing Date Balance Sheet definition

Final Closing Date Balance Sheet shall have the meaning set forth in Section 1.12(d).

Final Closing Date Balance Sheet has the meaning set forth in Section 2.4(a)(ii).

Final Closing Date Balance Sheet is defined in Section 2.5(c).

Examples of Final Closing Date Balance Sheet in a sentence

• Regency shall provide to ETE such documentation and other data, and, during normal business hours, access to its and the Company’s officers, employees, agents and other personnel as is reasonably necessary to enable ETE to appropriately review the Final Adjustment Statement, including preparing a Final Closing Date Balance Sheet and making the calculations set forth in the first sentence of this Section 2.5(c).

• Seller shall bear and pay, and reimburse, indemnify and hold harmless the Purchaser Indemnified Parties from, any and all Covered Taxes and other Losses in respect of Covered Taxes, other than to the extent such Covered Taxes were taken into account or included in the calculation of the Final Closing Date Balance Sheet.

• Within thirty (30) days after receipt by the Sellers’ Representatives of the Final Closing Date Balance Sheet, the Sellers’ Representatives shall notify the Buyer as to whether the Sellers agree or disagree with the Final Closing Date Balance Sheet and, if the Sellers disagree, such notice shall set forth in reasonable detail the particulars of such disagreement.

• This has provided learning into the development of the reablement service going forward.

• From and after delivery of the Final Closing Date Balance Sheet, Buyer shall provide the Seller and its authorized representatives with reasonable access during normal business hours to the facilities, books and records, personnel and accountants of the Company.

More Definitions of Final Closing Date Balance Sheet

Final Closing Date Balance Sheet means the balance sheet prepared in accordance with Section 5.10 hereof.

Final Closing Date Balance Sheet based on the most recent financial information of the Company reasonably available to Regency, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Final Closing Date Balance Sheet and Estimated Net Working Capital, (iii) a calculation of the difference, if any, between the Closing Date Long-Term Debt shown on the Final Closing Date Balance Sheet and Estimated Closing Date Long-Term Debt, (iv) a calculation of the actual Pre-Closing Capex Amount (the “Final Pre-Closing Capex Amount”), together with a calculation showing the difference, if any, between the Final Pre-Closing Capex Amount and the Estimated Pre-Closing Capex Amount and (v) the final calculation of the Purchase Price Adjustment Amount. At any time during the 30-day period following receipt of the Final Adjustment Statement (the “Review Period”), ETE may deliver to Regency a written report containing any changes that ETE proposes be made to the Final Adjustment Statement (such written report, an “Objection Notice”). Regency shall provide to ETE such documentation and other data, and, during normal business hours, access to its and the Company’s officers, employees, agents and other personnel as is reasonably necessary to enable ETE to appropriately review the Final Adjustment Statement, including preparing a Final Closing Date Balance Sheet and making the calculations set forth in the first sentence of this Section 2.5(c). ETE shall be deemed to have waived any rights to object to the Final Adjustment Statement unless ETE delivers an Objection Notice to Regency within the Review Period and, if the Review Period expires without ETE so delivering an Objection Notice, then the Final Adjustment Statement shall become final and binding for all purposes of this Agreement. If ETE delivers an Objection Notice to Regency during the Review Period, then ETE and Regency shall attempt to agree on the amount of the actual Purchase Price Adjustment Amount. If such Parties cannot reach agreement within 30 days after the date on which ETE delivered such Objection Notice to Regency, the Parties shall refer the remaining disputed matters necessary to the final determination of the Purchase Price Adjustment Amount to PriceWaterhouseCoopers, or if PriceWaterhouseCoopers is unable or unwilling to perform its obligations under this Section 2.5(c), such other nationally-recognized independent accounting firm as is mutually agreed on by ETE and Regency (the “Accounting Firm”). The A...

Final Closing Date Balance Sheet has the meaning specified in Section 2.1(c) of the Coordinating Agreement.

Final Closing Date Balance Sheet means the consolidated balance sheet delivered by Seller to Buyer in accordance with Section 3.4.1.

Final Closing Date Balance Sheet means the Closing Date Balance Sheet mutually accepted by the Purchaser and the Shareholder or as determined pursuant to the dispute procedures set forth in Section 6.18.

Final Closing Date Balance Sheet has the meaning set forth in Section 2.4(c).

Final Closing Date Balance Sheet means the Closing Date Balance Sheet, together with any revisions agreed to by the Parties pursuant to Sections 2.4(c) or 2.4(d) and/or as determined by the Independent Accountants pursuant to Section 2.4(e), the term “Final Closing Date Cash” means the combined total Cash of all of the Companies immediately prior to the Effective Time of Closing as set forth on the Final Closing Date Balance Sheet and the term “Final Closing Date Working Capital” means the total Working Capital of the Companies immediately prior to the Effective Time as set forth on the Final Closing Date Balance Sheet.