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 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.

Examples of Adjusted Closing Date Balance Sheet in a sentence

• On or before the thirty-fifth (35th) day following receipt of the Closing Certificate, Buyer shall deliver to the Company a written notice (the "Closing Adjustment Notice") either (i) stating that Buyer agrees and accepts the calculation of the Adjusted Closing Date Balance Sheet Value set forth in the Closing Certificate or (ii) stating that Buyer does not agree with such calculation and setting forth Buyer's calculation of the Adjusted Closing Date Balance Sheet Value.

• The Council will enforce the provisions of all appropriate legislation and will ask persons causing a nuisance to cease the activity that they are conducting and leave the area where appropriate.

• The cost of the services of the Accounting Firm shall be borne by the Party whose determination of the Adjusted Closing Date Balance Sheet Value is further from the determination of the Accounting Firm or, if the determination by the Accounting Firm is equally distant from the Parties' respective valuations, the costs shall be split equally between the Parties.

• The Initial Purchase Price shall be (i) increased dollar for dollar to the extent Net Assets reflected in the Adjusted Closing Date Balance Sheet exceeds Net Assets reflected in the Estimated Net Assets Statement, or (ii) decreased dollar for dollar to the extent Net Assets reflected in the Adjusted Closing Date Balance Sheet are less than Net Assets reflected in the Estimated Net Assets Statement and (iii) adjusted to reflect the finalization of the Excluded Liability Amount as of the Closing Date.

• In addition, in order to verify the Adjusted Closing Date Balance Sheet Value, the Company shall, immediately prior to the Closing or as soon as practicable thereafter, with the reasonable assistance of Buyer, perform a physical inspection and count of the inventory and equipment included in the Included Assets to determine the value of those Included Assets as of the Closing Date.

• All refunds or credits of TG Taxes for or attributable to taxable years or periods ending on or before the Closing Date (or the Pre-Closing Period, in the case of a Straddle Period) shall be for the account of the Company, except to the extent such refund or credit is included in the Adjusted Closing Date Balance Sheet.

• 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).

• The term "Adjusted Closing Date Balance Sheet," as hereinafter used, shall mean the definitive Closing Date Balance Sheet agreed to by Buyer and Seller in accordance with this Section 1.03(e) or the definitive Closing Date Balance Sheet resulting from the determinations made by the Neutral Auditors in accordance with this Section 1.03(e) (in addition to those items theretofore agreed to by Seller and Buyer).

• 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.

• For purposes hereof, the "Adjusted Net Worth of the Business" shall mean the net worth of the Business, as reflected on the Adjusted Closing Date Balance Sheet.

More Definitions of Adjusted Closing Date Balance Sheet

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

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