Closing Date Balance Sample Clauses

Closing Date Balance. Unaudited balance sheet of the Sheet Acquiree as of the Closing Date prepared in accordance with the requirements of GAAP containing all accruals including but not limited to all payroll accruals (bonuses, commissions and vacations) and deferrals.
Sample 1
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Closing Date Balance. Sheet Section 1.6(a) Disputed Amounts Section 1.6(c) ERISA Affiliate Section 2.15(c) Excluded Assets Section 1.2 Excluded Employees Section 5.7(a)(ii) Excluded Liabilities Section 1.3 Excluded Real Property Section 1.2(a) Field Employees Section 5.7(a)(i) Forms Section 5A.1(c) Hired Employees Section 5.7(a) Leased Real Property Section 2.19(a) New Plans Section 5.13(b) Non-Field Employees Section 5.7(a)(ii) Other Employees Section 5.7(a)(iii) Pre-Committed Sale Section 1.4(b)(i) Purchase Price Section 1.1 Stock Purchase Section 1.1 Quincy's Benefit Plans Section 2.15(a) Quincy's Contracts Section 2.16 Quincy's ERISA Plan Section 2.15(a) Quincy's Pension Plan Section 2.15(a) Shares Preamble Third Party Claim Section 7.2(a)
Sample 1
Closing Date Balance. At the Closing, Buyer shall deliver (or cause to be delivered) to Parent an amount equal to the Equity Value as reflected on the Estimated Closing Statement, minus the sum of the Adjustment Escrow Amount and the Retention Escrow Amount.
Sample 1
Closing Date Balance. Tranche A funds may only be readvanced in accordance with the express provisions of this Agreement.
Sample 1
Closing Date Balance. No later than 1:30 p.m. C.T. on June 30, 2023 (or such other time and date as Buyer and Parent agree in writing) if, prior to such time, the Parties have delivered the documents described in Section 9.2 and Section 9.3 in escrow as described in Section 9.1, Buyer shall deliver to the Escrow Agent, under the Escrow Agreement, an amount equal to the Closing Equity Value as reflected on the Estimated Closing Statement minus the Escrow Deposit (the “Closing Date Balance”).
Sample 1

Related to Closing Date Balance

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Cut-Off Date Aggregate Principal Balance The Cut-Off Date Aggregate Principal Balance is $850,069,757.10

  • Original Class B Principal Balance The Original Class B Principal Balance is $12,493,405.52.

  • ORIGINAL CLASS A NON-PO PRINCIPAL BALANCE The Original Class A Non-PO Principal Balance is $170,009,500.00.

  • Closing Date Payment The term “Closing Date Payment” shall have the meaning ascribed to it in Section 3.

  • Principal Balance Each Receivable had a remaining Principal Balance as of the Cutoff Date of not less than $500.

  • Closing Date Certificate Borrower shall have delivered to Administrative Agent an originally executed Closing Date Certificate, together with all attachments thereto.

  • Effective Date Certificate The Administrative Agent shall have received, with counterparts for each Lender, the Effective Date Certificate, dated the Effective Date and duly executed and delivered by the chief executive officer, an Authorized Person or the Treasurer of Micro.

  • Funding Date The obligations of the Lenders to make Loans and of the Issuing Banks to issue Letters of Credit hereunder shall not become effective until the date on which each of the following conditions is satisfied (or waived in accordance with Section 9.02):

  • Principal Deficit Amount On each Distribution Date on which the Principal Deficit Amount is greater than zero, amounts shall be transferred to the Series 2010-6 Distribution Account as follows:

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