Final Effective Date Balance Sheet Sample Clauses

Final Effective Date Balance Sheet. 1.6(d) Final Effective Net Working Capital Statement............................................ 1.6(d) Final Payment Date....................................................................... 1.6(d) Financial Statements..................................................................... 3.5 GAAP..................................................................................... 1.6(a) Hazardous Wastes......................................................................... 3.22(a)(vi) HSR Act.................................................................................. 2.4

Final Effective Date Balance Sheet. The final and binding Effective Date Balance Sheet (see Clause 2.2(d)).

Final Effective Date Balance Sheet. The worksheet entitled "Star 1 & 2 BS by Unit!" within the Excel workbook entitled "ENA June D&T v1.0.xls" (the "ENA Balance Sheet") is hereby deemed to be the Effective Date Balance Sheet for all purposes under the Purchase Agreement. The ENA Balance Sheet, adjusted to reduce Net Assets by the amount set forth in Section 1(a) of this Settlement (the "Net Asset Reduction") and to allocate the Net Asset Reduction in the manner agreed between the parties, is hereby deemed to be the Final Effective Date Balance Sheet for all purposes under the Purchase Agreement. A copy of the Final Effective Date Balance Sheet is attached hereto as Annex 2.

Final Effective Date Balance Sheet. The term "Final Effective Date Balance Sheet" shall mean an Effective Date Balance Sheet prepared in accordance with Seller's historic practices by Buyer within forty-five (45) days after the Effective Date reflecting Buyer's compilation of the Effective Date Balance Sheet, including detailed support for all of the amounts thereon, a detailed listing by invoice of the accounts receivable and accounts payable set forth thereon, and a calculation of the Final Adjustment Amount to the Estimated Purchase Price, and the details thereof, as finally adjusted or revised, if necessary, by the dispute resolution mechanism set forth in Sections 2.5.3 and 2.5.4.

Final Effective Date Balance Sheet. The Effective Date Balance Sheet shall be final and binding on the Parties for the purpose of determining the Consideration and the Equity Consideration, a) in accordance with Section 6.3.2c), if and to the extent Buyer has not raised objections to the Effective Date Balance Sheet within the time period set forth in Section 6.3.2a); b) if and to the extent Sellers and Bxxxx have reached an agreement concerning the disputed items within the time period set forth in Section 6.3.3b) or at any time thereafter; c) in accordance with Section 6.3.3b) in connection with Section 6.3.2c), if and to the extent the Parties have not reached an agreement and neither Party requests within the time limit set forth in Section 6.3.3b) that the matter in dispute be decided by the Neutral Expert; and d) in accordance with Section 6.3.3f), if and to the extent the Neutral Expert has decided about the unresolved disputed items; (the so-determined final and binding Effective Date Balance Sheet is referred to herein as “Final Effective Date Balance Sheet”).

Final Effective Date Balance Sheet. Payment of any adjustment in the Purchase Price as a result of any change between the Effective Date Balance Sheet and the final Effective Date Balance Sheet shall be made to the Vendor or the Purchaser, as the case may be, together with interest at the rate specified in Section 2.6 calculated from the Closing Date to the date of payment, within 10 Business Days after the delivery of the final Effective Date Balance Sheet, pursuant to Section 2.5(c)(ii) or Section 2.5(e), as applicable.