Closing Date Balance Sample Clauses

The Closing Date Balance clause defines the specific financial position or account balance that must be determined as of the closing date of a transaction. Typically, this clause outlines how the balance is to be calculated, which accounts or financial statements are included, and may specify adjustments for outstanding items or accruals. Its core function is to ensure both parties have a clear, agreed-upon reference point for the financial state of the business at closing, thereby reducing disputes and facilitating accurate settlement of the transaction.
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.
View SourceView Similar (2)
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.
View Source
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”).
View Source
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) (c) Any singular term in this Agreement shall be deemed to include the plural, and any plural term the singular. Whenever the words "include," "includes" or "including" are used in this Agreement, they shall be deemed followed by the words "without limitation."
View Source
Closing Date Balance. Tranche A funds may only be readvanced in accordance with the express provisions of this Agreement.
View Source

Related to Closing Date Balance

  • Closing Date Balance Sheet (a) Within thirty (30) days after the Closing Date, Buyer shall prepare and deliver to Shareholders' Representative a draft Closing Date Balance Sheet, which shall be prepared (i) in accordance with GAAP applied in a manner consistent with the past practice of the Company, except as otherwise specifically required by the Net Worth Methodology and (ii) in a manner consistent with the December Balance Sheet. (b) If Shareholders' Representative has no objections to the draft Closing Date Balance Sheet, such draft shall constitute the Closing Date Balance Sheet. If Shareholders' Representative has any objections to the draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to Buyer within thirty (30) days after receiving the draft Closing Date Balance Sheet. Shareholders' Representative and Buyer will use their commercially reasonable efforts to resolve any such objections. If Shareholders' Representative duly gives Buyer such notice of objection, and if Buyer and Shareholders' Representative fail to resolve the issues outstanding with respect to the Closing Date Balance Sheet and the calculation of the Closing Date Net Worth within thirty (30) days of Buyer's receipt of Shareholders' Representative's objection notice, Buyer and Shareholders' Representative shall submit the issues remaining in dispute to PricewaterhouseCoopers, certified public accountants (the "Independent Accountants"). If issues remaining in dispute are submitted to the Independent Accountants for resolution, (i) Buyer and Shareholders' Representative shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants; (ii) the determination by the Independent Accountants, as set forth in a notice to be delivered to both Buyer and Shareholders' Representative within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Closing Date Net Worth; and (iii) Buyer shall bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination and fifty percent (50%) of such fees and expenses shall be paid from the Escrow Fund. (c) Buyer will make the work papers used in preparing the draft Closing Date Balance Sheet and the Closing Date Balance Sheet available to Shareholders' Representative at reasonable times and upon reasonable notice at any time during the preparation by Buyer of the draft Closing Date Balance Sheet and the resolution of any objections with respect thereto.

  • 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 $7,500,485.88.

  • 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.