Closing Date Financial Statement definition

Closing Date Financial Statement means the balance sheet of the Asset Vendor as at the Closing Date, showing (i) all of the current assets and current liabilities of the Asset Vendor, and (ii) all Accounts Receivable and Accounts Payable, prepared by the Asset Vendor on a basis consistent with that used in the Xxxxxxxx Financial Statements, and including a statement of the Net Working Capital as at the Closing Date;

Closing Date Financial Statement has the meaning set forth in Section 2.5.

Closing Date Financial Statement is defined in Section 2.3(A)(1).

Examples of Closing Date Financial Statement in a sentence

• If, within 180 days after the Closing Date, the Accounts Receivable have not been collected in full, an amount equal to the sum of the face value of such uncollected Accounts Receivable minus the allowance for uncollectible accounts reflected on the Closing Date Financial Statement, shall forthwith be paid by Shareholder to the Company.

• The Parties shall cooperate fully in the preparation of the Closing Date Financial Statement.

• For example, § 2.05 addressed activities by the members and their affiliates as follows: Each of the Members (and their equity owners) and any members, officers, employees or other agents or advisers of the Members or the Company (collectively, “Affiliates”) shall devote so much of their time to the affairs of the Company as the conduct of the business of the Company shall reasonably require.

• The Purchaser and the Vendors’ Representative shall in good faith attempt to resolve any matters in dispute with respect to the Closing Date Financial Statement as promptly as practicable.

• The Closing Date Financial Statement and the Purchase Price shall be adjusted in accordance with the determi- nation of the arbitrator(s).

• The Independent Accountant shall consider only those items or amounts in the Closing Date Financial Statement as to which the Vendors’ Representative has objected in accordance with Section 2.7(a).

• Within five (5) days, but no later than two (2) days, prior to the Closing Date, the Seller shall deliver to the Buyer (i) the Closing Date Financial Statement, in a form reasonably acceptable to the Buyer, and (ii) a certificate from the Chief Financial Officer of each of the Companies certifying that the applicable portion of the Closing Date Financial Statement was prepared in good faith and in accordance with SAP or GAAP, as applicable.

• Within 10 Business Days after resolution of the dispute relating to the Closing Date Financial Statement either by agreement of the Parties or in accordance with the final determination by the Independent Accountant, the Vendors or the Purchaser, as the case may be, shall pay to the other the amount owing as a result of such resolution or final determination.

• Buyer shall have an opportunity to review the Closing Date Financial Statement and the Company shall work together with Buyer in good faith to attempt to address any reasonable requests by Buyer for adjustments to the Estimated Net Working Capital and Estimated Closing Date Cash.

• If the Closing Date Financial Statement requires that the Purchaser make a payment to the Vendor as contemplated by Section 3.4, the Purchaser, at the same time any Objection Notice is given to the Vendor, will pay to the Vendor the amount to be paid to the Vendor except for the specific amount in dispute as reflected in the Objection Notice.

More Definitions of Closing Date Financial Statement

Closing Date Financial Statement means the consolidated balance sheet of the Acquired Companies as at the Closing Date, showing all of the assets and liabilities of the Acquired Companies, prepared by the Purchaser on a basis consistent with that used in the Financial Statements, and shall also include a statement of the Closing Net Working Capital, together with an unqualified opinion of the auditor designated by the Purchaser to the effect that the Closing Date Financial Statement has been prepared in accordance with IFRS consistently applied with those used in the Financial Statements and presents fairly in all material respects the assets and liabilities of the Acquired Companies on a consolidated basis as at the Closing Date.

Closing Date Financial Statement means the estimated financial statements of the Companies, dated as of the Closing Date, which contain separate balance sheets, income statements cash flow statements for each of PMACIC, PMA RE and HMR as of the Closing Date, specifically setting forth (i) the net loss and LAE reserves for each of PMACIC, PMA RE and HMR as of the Closing Date and (ii) the expense accruals and non-actuarial reserves for each of PMACIC, PMA RE and HMR as of the Closing Date; provided that (x) the statements with respect to PMACIC are prepared in accordance with SAP and (y) the statements with respect to HMR and PMA RE are prepared in accordance with GAAP.

Closing Date Financial Statement means the statement of consolidated assets and consolidated liabilities of the Company as at the Closing Date, showing all of the assets of the Company and the current liabilities, and shall also include a statement of the Total Net Equity as at the Closing Date, together with an unquali- fied opinion of the Auditor to the effect that the Closing Date Financial Statement has been prepared in accordance with generally accepted accounting principals consistently applied with those used in the Italian Audited Financials and presents fairly in all material respects the consolidated assets and liabilities of the Company and the Subsidiaries as at the Closing Date.

Closing Date Financial Statement means the balance sheet of the Company as at December 31, 2002 and the accompanying statements of operations, retained earnings (deficit) and cash flows for the year then ended, prepared using the Purchaser's Completed Contract Method of Revenue Recognition, and showing all of the assets and liabilities of the Company, and shall also include a statement of the Closing Net Assets, together with an unqualified opinion of the Auditor to the effect that the Closing Date Financial Statement has been prepared in accordance with a disclosed basis of accounting