Closing Balance Sheet Principles means (i) the accounting principles, procedures, policies, practices and methods specified on Exhibit B and (ii) to the extent not specified on Exhibit B, GAAP consistent with the accounting principles, procedures, policies, practices and methods applied in preparation of the balance sheet of the DPC Business as of December 31, 2011 contained in the Financial Statements with any inconsistency between the principles of presentation in the balance sheet of the DPC Business as of December 31, 2011 contained in the Financial Statements and the principles, procedures, policies, practices and methods described on Exhibit B to be resolved in favor of Exhibit B or, to the extent not addressed by Exhibit B, GAAP (as the case may be). The Closing Balance Sheet shall be prepared giving effect to the Pre-Closing Restructuring Transactions, assumption of the Assumed Liabilities and the other transactions contemplated hereby other than the payment of the Preliminary Purchase Price and the financing thereof and without giving effect to any purchase accounting adjustments in connection therewith.

Closing Balance Sheet Principles has the meaning set forth in Section 2.6(a) hereof.

Closing Balance Sheet Principles means the accounting practices, policies, judgments and methodologies described on Schedule 1.1(a) or, to the extent not described on Schedule 1.1(a), the accounting practices, policies, judgments and methodologies used in the preparation of the Reference Balance Sheet.

Examples of Closing Balance Sheet Principles in a sentence

The Independent Accounting Firm shall act as an expert and not as an arbitrator to calculate the Final Closing Balance Sheet and shall be instructed that its calculation must be made in accordance with the standards and definitions in this Agreement (including the Closing Balance Sheet Principles).
All of the foregoing statements are made only as of the date of the most recent financial statements available and as of the Closing Balance Sheet subject to the Closing Balance Sheet Principles.
In addition, Seller shall prepare a report as of the Closing Date (the "PRELIMINARY CLOSING REPORT") setting forth its estimate of the net assets of the Business as of the Closing Date (the "PRELIMINARY NET ASSETS") as calculated in accordance with the Closing Balance Sheet Principles.
In addition, Seller shall prepare a report as of the Closing Date (the "Preliminary Closing Report") setting forth its estimate of the net assets of the Business as of the Closing Date (the "Preliminary Net Assets") as calculated in accordance with the Closing Balance Sheet Principles.
The Estimated Closing Balance Sheet and the Estimated Adjustment Statement shall be prepared in accordance with the Closing Balance Sheet Principles and include reasonable detail with respect to the calculation of each component of the Estimated Net Working Capital, the Estimated Cash Amount and the Estimated Indebtedness Amount.

More Definitions of Closing Balance Sheet Principles

Closing Balance Sheet Principles means the accounting principles and procedures set forth in Schedule 3.3(a).

Closing Balance Sheet Principles means (i) the accounting principles, procedures, policies and methods used to prepare the illustrative consolidated balance sheet of the Company Group attached hereto as Exhibit A and (ii) to the extent not addressed in such balance sheet, GAAP consistent with the accounting principles and practices applied in preparation of the Company Balance Sheet, with any inconsistency between the principles reflected in the Company Balance Sheet and the principles reflected in Exhibit A to be resolved in favor of Exhibit A.

Closing Balance Sheet Principles means GAAP consistent with the accounting principles and practices applied in preparation of the balance sheet of the DTI Business as of December 31, 2002 contained in the Audited Combined Financial Statements, as adjusted pursuant to Schedule 1(g), with any inconsistency between the principles of presentation in the balance sheet of the DTI Business as of December 31, 2002 contained in the Audited Combined Financial Statements and Schedule 1(g) to be resolved in favor of Schedule 1(g).

Closing Balance Sheet Principles means GAAP as consistently applied in producing the Pro Forma Financial Statements; provided that the Estimated Closing Balance Sheet, the Closing Balance Sheet and the calculation of Estimated Working Capital and Working Capital derived therefrom shall be computed without giving effect to any purchase accounting adjustment arising out of the Transactions.

Closing Balance Sheet Principles means the accounting principles, procedures, policies and methods attached hereto as Exhibit A and to the extent not addressed in Exhibit A, U.S. GAAP consistent with the accounting principles and practices applied in preparation of the Unaudited Plymouth USA Balance Sheet, with any inconsistency between such accounting principles and practices and the principles reflected in Exhibit A to be resolved in favor of Exhibit A.

Closing Balance Sheet Principles means GAAP, consistently applied, except and only to the extent expressly specified on Exhibit B.

Closing Balance Sheet Principles means (i) the accounting principles, procedures, policies, practices and methods specified on Exhibit E and (ii) to the extent not specified on Exhibit E, IFRS consistent with the accounting principles, procedures, policies, practices and methods applied in preparation of the balance sheet of the DPP Business as of December 31, 2012 contained in the Financial Statements with any inconsistency between the principles of presentation in the balance sheet of the DPP Business as of December 31, 2012 contained in the Financial Statements and the principles, procedures, policies, practices and methods described on Exhibit E to be resolved in favor of Exhibit E. The Preliminary Closing Balance Sheet shall be prepared giving effect to the Pre-Closing Restructuring Transactions, assumption of the Assumed Liabilities and the other transactions contemplated hereby.