Balance Sheet Time definition

Balance Sheet Time means 11:59 p.m. (New York City time) on the Business Day immediately preceding the Closing Date.
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Balance Sheet Time is defined in Section 2.5.1.
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Balance Sheet Time shall have the meaning set forth in Section 2.5(a).
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Examples of Balance Sheet Time in a sentence

  • If Purchaser disagrees with the Seller Representative’s calculation of the Proposed Net Working Capital Adjustment Amount, Purchaser shall, within thirty (30) days after Purchaser’s receipt of the Proposed Closing Balance Sheet, notify the Seller Representative in writing of such disagreement by setting forth Purchaser’s calculation of the Net Working Capital Adjustment Amount as of the Balance Sheet Time and describing in reasonable detail the basis for such disagreement (an “Objection Notice”).

  • As promptly as practicable, but in any event within ninety (90) days after the Closing Date, the Buyer will in good faith prepare or cause to be prepared, and will provide to the Company, a written statement (the “Closing Statement”) setting forth in reasonable detail the Buyer’s proposed determinations of Working Capital, as of the Balance Sheet Time.

  • The Independent Accounting Firm shall make a resolution of the balance sheet of Target as of the Balance Sheet Time, which shall be final and binding for purposes of this Agreement.


More Definitions of Balance Sheet Time

Balance Sheet Time means 11:59 p.m. as of the day immediately preceding the Closing Date.
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Balance Sheet Time means 11:59 p.m. (New York City time) on the Business Day immediately preceding the Closing Date. “Base Consideration” means an amount equal to $1,480,000,000.
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Balance Sheet Time means 11:59 p.m. New York time on the Business Day immediately preceding the Closing Date. “Business” means the businesses conducted by the Company as of the date hereof.
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Related to Balance Sheet Time

  • Balance Sheets has the meaning set forth in Section 4.5(a).

  • Balance Sheet Date has the meaning set forth in Section 3.06.

  • Balance Sheet has the meaning set forth in Section 3.06.

  • Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016.

  • Interim Balance Sheet Date has the meaning set forth in Section 3.06.

  • Company Balance Sheet Date means December 31, 2016.

  • Latest Balance Sheet Date has the meaning set forth in Section 3.10.

  • Interim Balance Sheet has the meaning set forth in Section 3.06.

  • SEC Off-Balance Sheet Rules means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

  • Audited Company Balance Sheet means the consolidated balance sheet (and the notes thereto) of the Company and its consolidated Subsidiaries as of December 31, 2020, set forth in the Company’s Annual Report on Form 10-K filed by the Company with the SEC for the fiscal year ended December 31, 2020.

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of June 30, 2018, as presented in the Information Statement made available to the Record Holders.

  • Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any Sale-Leaseback Transactions that do not create a liability on the balance sheet of such Person, (iii) any obligation under a Synthetic Lease or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

  • Latest Balance Sheet has the meaning set forth in Section 3.4(a).

  • Financial Statements Date shall have the meaning ascribed to it in Section 3.7.

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Current Balance Sheet Date means September 30, 1996.

  • Unaudited Balance Sheet has the meaning set forth in Section 3.4(a)(ii).

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

  • Parent Balance Sheet Date shall have the meaning assigned to it in Section 5.13 hereof.

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

  • Company Financial Statements has the meaning set forth in Section 3.6(a).

  • Off-Balance Sheet Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment) or (c) an agreement for the sale of receivables or like assets creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, could be characterized as the indebtedness of such Person (without regard to accounting treatment).

  • Reference Balance Sheet Date is defined in Section 3.5.

  • Most Recent Balance Sheet Date has the meaning set forth in Section 3.6(a).