Audited Closing Date Balance Sheet definition

Audited Closing Date Balance Sheet means the final audited balance sheet of CPLC as of the Closing Date (after giving effect to the Contribution Transaction) and the notes and schedules (if any) thereto, prepared and certified by the Buyer's Accountants in accordance with the provisions (including those pertaining to the resolution of disputes with respect thereto) of Section 5.5 hereof.

Audited Closing Date Balance Sheet as defined in Section 2.3(b)(i).

Audited Closing Date Balance Sheet means the balance sheet of the Company as of the Closing Date, prepared and audited by the THK Accountants after the Closing Date.

Examples of Audited Closing Date Balance Sheet in a sentence

• The Audited Closing Date Balance Sheet shall promptly be delivered to Parent and the Stockholder upon completion.

• The Audited Closing Date Balance Sheet shall include the figure for accumulated tax liability of the Company, other than the SWI Distribution Liability, if any, for the period from March 1, 2000 through the Closing Date (the "Actual 2000 FY Tax Liability").

• The parties agree that during the preparation of the Audited Closing Date Balance Sheet, Xxxxxx Xxxxxxxx LLP will be provided with (i) regular updates as to the status of the preparation, and (ii) copies of all documentation relevant to the preparation, including copies of documentation that Xxxxxx Xxxxxxxx LLP may reasonably request.

• Upon receipt of the Audited Closing Date Balance Sheet and the Closing Date Statement, the Seller and the Seller's independent accountants shall be permitted during the succeeding thirty (30) day period to examine the Audited Closing Date Balance Sheet, the Closing Date Statement and the work papers used or generated in connection with the preparation of such documents and such other documents as the Seller may reasonably request in connection with its review.

• If the Seller assumes any liability pursuant to the foregoing sentence, such liability shall be removed from and shall not be reflected on the Audited Closing Date Balance Sheet.

• Kellxxxxx xxx the Shareholder shall share equally any costs or expenses incurred in connection with the preparation of such Audited Closing Date Balance Sheet.

• Within ninety (90) days following the Closing Date, Kellxxxxx xxxll cause the Designated Accountants to prepare an audit of the balance sheet of Solair as of the Closing Date (the "Audited Closing Date Balance Sheet") (prepared in accordance with GAAP on a basis consistent with the past practices of Solair).

• As of the Closing, there shall exist no obligations of CPLC, either accrued, absolute, contingent or otherwise except for the Assumed Liabilities and for Taxes for which Seller and PBCC are liable under Section 5.15 hereof and current Taxes, if any, shown as a reserve on the Audited Closing Date Balance Sheet.

• If, within thirty (30) days following delivery of the Audited Closing Date Balance Sheet and the Closing Date Statement, the Seller shall not have given the Buyer notice of the Seller's objection to the Audited Closing Date Balance Sheet or any of the computations in the Closing Date Statement (which notice shall contain a statement of the Basis of such objection), then the Audited Closing Date Balance Sheet and the Closing Date Statement will be final and binding upon the Parties, absent manifest error.

• Accordingly, the Purchase Price shall be allocated among the assets of the Company in accordance with Section 1060 of the Code and the Audited Closing Date Balance Sheet, and the Parties agree to negotiate in good faith and use all reasonable efforts to agree upon, within 30 days of the Closing, the allocation of the Purchase Price among the various classes of assets as required by Section 1060 of the Code.

More Definitions of Audited Closing Date Balance Sheet

Audited Closing Date Balance Sheet means the balance sheet of iLead as of the Closing Date, as audited by the THK Accountants.

Audited Closing Date Balance Sheet means the consolidated balance sheet of Litmus and its Subsidiaries as of the Closing Date, as audited by the THK Accountants.

Audited Closing Date Balance Sheet means the Company's balance sheet dated the date of the Closing and audited by the Buyer's independent auditor.

Audited Closing Date Balance Sheet has the meaning specified in Section 2.1(b) of this Agreement.

Audited Closing Date Balance Sheet shall refer to the Adjusted Closing Date Balance Sheet as certified by Seller's Auditors.