Buyer Closing Balance Sheet definition

Buyer Closing Balance Sheet shall have the meaning set forth in Section 1E(i).

Buyer Closing Balance Sheet means the unaudited consolidated balance sheet of Buyer and its consolidated Subsidiaries as of the Closing.

Buyer Closing Balance Sheet means a balance sheet for the Business as of the close of business on the day immediately preceding the Closing Date prepared by Buyer after the Closing that (x) fairly presents the financial position of the Business as at the close of business on the day immediately preceding the Closing Date on a basis consistent with the presentation in the Balance Sheet, (y) includes line items substantially consistent with those used in the preparation of the Balance Sheet and (z) is prepared in accordance with generally accepted accounting principles applied in a manner consistent with the Seller’s audited December 31, 2004 Balance Sheet, except for the omission of footnote disclosure.

Examples of Buyer Closing Balance Sheet in a sentence

• Except as provided in the two preceding sentences, the fees and disbursements of Buyer’s independent accountants incurred in connection with their review of the Buyer Closing Balance Sheet, the Buyer Closing Statement and any Objection Statement shall be borne by Buyer, and the fees and disbursements of Seller’s independent accountants incurred in connection with their review of the Buyer Closing Balance Sheet, the Buyer Closing Statement and any Objection Statement shall be paid by Seller.

• In making such calculation, the Accounting Referee shall consider only those items or amounts in the Buyer Closing Balance Sheet or Buyer’s calculation of Closing Net Worth as to which Covenantors’ Committee has disagreed.

• Buyer shall deliver to Covenantors’ Committee the Buyer Closing Balance Sheet promptly after it is finalized.

• During the 90 day period following the Closing Date, the Buyer Representative shall provide the Surviving Company (or, as applicable, Holdco) with reasonable assistance, as the Surviving Company may reasonably request, in the preparation of the Buyer Closing Balance Sheet and the calculation of Buyer Closing Net Working Capital.

• If Covenantors’ Committee disagrees with Buyer’s calculation of Closing Net Worth as set forth in the Buyer Closing Balance Sheet, Covenantors’ Committee may, within 20 days after receipt of such balance sheet, deliver a notice to Buyer disagreeing with such calculation and setting forth Covenantors’ Committee’s calculation of the Closing Balance Sheet and Closing Net Worth.

• The Buyer Closing Balance Sheet and the determinations and calculations contained in the Buyer Closing Statement shall be prepared in accordance with this Agreement and the Balance Sheet Principles.

• Any such notice of disagreement shall specify those items or amounts as to which the Covenantor’s Committee disagrees, and Covenantors’ Committee shall be deemed to have agreed with all other items and amounts contained in the Buyer Closing Balance Sheet and the calculation of Closing Net Worth delivered by Buyer.

• The Company Closing Balance Sheet, Buyer Closing Balance Sheet and the Closing Statement shall become final and binding upon the parties 20 days following the Buyer Representative’s receipt thereof unless the Company Representative or Buyer Representative gives written notice of its disagreement (each a “Notice of Disagreement”) to the other prior to such date.

• If Seller does not deliver to Buyer an Objection Statement by the end of the Objection Period, or if during the Objection Period Seller delivers to Buyer written notice that Seller accepts the Buyer Closing Balance Sheet, the Buyer Closing Statement and Buyer’s calculation of the Purchase Price, then the Buyer Closing Balance Sheet, the Buyer Closing Statement and Buyer’s calculation of the Purchase Price shall be considered final, conclusive and binding.

More Definitions of Buyer Closing Balance Sheet

Buyer Closing Balance Sheet has the meaning specified in Section 2.5(a).