Adjusted Closing Date Balance Sheet definition

Adjusted Closing Date Balance Sheet has the meaning specified in Section 2.05(b).

Adjusted Closing Date Balance Sheet means the balance sheet reflecting the Purchased Assets (as hereinafter defined) and the Assumed Liabilities (as hereinafter defined) as of the Closing Date, which is created by taking the balance sheet of the Company as of the Closing Date prepared in accordance with GAAP consistent with past practice (other than the omission of footnotes thereto which are required to be included therein in accordance with GAAP) and adjusting such balance sheet using the same methodologies, policies and procedures as were used in the preparation of the Base Balance Sheet.

Adjusted Closing Date Balance Sheet has the meaning attributed thereto in Schedule 7.1;

Examples of Adjusted Closing Date Balance Sheet in a sentence

• Purchaser shall deliver the Post-Closing Statement, together with reasonable supporting detail as to each of the calculations set forth in the Post-Closing Statement and Adjusted Closing Date Balance Sheet to Parent no later than one hundred twenty (120) days following the Closing Date.

• Any Resolved Matters shall be conclusive, final and binding on all Parties absent manifest error, except to the extent such component could be affected by other components of the calculations set forth in the Post-Closing Statement or Adjusted Closing Date Balance Sheet that are the subject of a Dispute Notice.

• Any Disputed Items whose resolutions are agreed to by Purchaser and Parent in writing, together with any items or calculations set forth in the Post-Closing Statement or Adjusted Closing Date Balance Sheet not disputed or objected to by Parent in the Dispute Notice, are collectively referred to herein as the “Resolved Matters”.

• Notwithstanding anything herein to the contrary, the Parties agree that the Post-Closing Statement and Adjusted Closing Date Balance Sheet, and the component items and calculations therein, shall be prepared by Purchaser in accordance with the terms of (including the definitions contained in) this Agreement.

• The Post-Closing Statement and Adjusted Closing Date Balance Sheet shall be conclusive, final and binding on all Parties absent manifest error unless Parent provides Purchaser written notice (a “Dispute Notice”) of any disputes or objections thereto (collectively, the “Disputed Items”) with reasonable supporting detail as to such Disputed Items, within sixty (60) days after receipt of the Post-Closing Statement and Adjusted Closing Date Balance Sheet (such period, the “Review Period”).

• If the parties agree, any such payment owing by one party to the other under the preceding sentence may be netted against amounts payable as a result of the determination of the Adjusted Closing Date Balance Sheet.

• In resolving any Unresolved Matter, the Independent Accountant may not assign a value to such item greater than the greatest value for such item claimed by Purchaser in the Post-Closing Statement or Adjusted Closing Date Balance Sheet or by Parent in the Dispute Notice or less than the lower value for such item claimed by Purchaser in the Post-Closing Statement or Adjusted Closing Date Balance Sheet or by Parent in the Dispute Notice.

• Any adjustments to the Initial Purchase Price made pursuant to this Section 1.03(c), together with interest thereon, shall, within five (5) Business Days after the day the Adjusted Closing Date Balance Sheet is agreed to by Buyer and Seller or any remaining disputed items are ultimately determined by the Neutral Auditors, be paid by wire transfer in immediately available funds to an account in the United States specified by the party to whom such payment is owed.

• If the Adjusted Closing Date Balance Sheet Value is less than the Adjusted Preliminary Balance Sheet Value, the Company shall pay Buyer the difference in cash within ten (10) business days after final determination of the Adjusted Closing Date Balance Sheet Value (whether by mutual agreement between the Parties or by the Accounting Firm).

• If the Parties do not resolve any such difference within thirty-five (35) days after Buyer's delivery of the Closing Adjustment Notice, they shall engage the firm of Deloitte & Touche LLP or, if such firm is unable or unwilling to perform such services, a mutually agreed-upon independent accounting firm of national standing and reputation (the "Accounting Firm"), to determine the Adjusted Closing Date Balance Sheet Value.

More Definitions of Adjusted Closing Date Balance Sheet

Adjusted Closing Date Balance Sheet shall have the meaning described in ARTICLE 8(c).

Adjusted Closing Date Balance Sheet shall refer to a balance sheet prepared by adjusting the Closing Date Balance Sheet in accordance with the provisions of Section 2.4 hereof to (i) reflect all assets or liabilities, the existence of which is known on the date Seller delivers the draft Closing Date Balance Sheet and draft Adjusted Closing Date Balance Sheet to Purchaser and Purchaser's Accountants pursuant to the provisions of Section 2.4 hereof, and which, as of the Closing Date, were assets or liabilities (as the case may be) of Finance Company of a type properly to have been reflected on the Closing Date Balance Sheet, but which were not in fact reflected on the Closing Date Balance Sheet, including any asset or liability which was not reflected on the Closing Date Balance Sheet because such asset or liability was not deemed to be material, (ii) remove any asset or liability which should not have been reflected on the Closing Date Balance Sheet but was in fact reflected thereon irrespective of whether such asset or liability is deemed not to be material, and (iii) eliminate any Excluded Asset or Excluded Liability reflected on the Closing Date Balance Sheet.