Closing Date Financial Statement definition

Closing Date Financial Statement has the meaning set out in Section 3.6(a);

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 is defined in Section 2.3(A)(1).

Examples of Closing Date Financial Statement in a sentence

• Accounts Receivable The Accounts Receivable shown on the Closing Date Financial Statement will be bona fide and will be good and collectible in their fact amounts in the ordinary course of business (subject to no defence, counterclaim or set-off) except to the extent of any reserves provided for doubtful accounts in the ordinary course of business.

• If the Purchaser and the Vendors’ Representative are unable to resolve all such items in dispute within 45 days after the Purchaser’s receipt of the Vendors’ Representative’s written objection to the Closing Date Financial Statement pursuant to Section 2.7(a), then those items or calculations in dispute shall be submitted for resolution to the Independent Accountant.

• 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).

• If no such notice is delivered within such 30 day period, or if the Vendors’ Representative delivers a notice of acquiescence prior to the end of such 30 day period, or if the Purchaser and the Vendors’ Representative agree upon all matters in dispute within the 45 day period specified in Section 2.7(b), then the Closing Date Financial Statement, as adjusted to reflect any such agreements, shall be final and binding upon all Parties hereto.

• 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.

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

• As soon as reasonably practicable after the Closing Date and in any event not later than 45 days thereafter, the Purchaser shall prepare and deliver to the Vendors’ Representative the Closing Date Financial Statement.

• The Vendors shall pay the fees of their accountants and the Purchaser shall pay the fees of its accountants in connection with the preparation and review of the Closing Date Financial Statement.

• 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.

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 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

Closing Date Financial Statement means the unaudited, internally-prepared balance sheet of Corporation as at the Closing Date, showing all of the assets and liabilities of the Corporation in connection with the Business, after giving effect to the proposed disposition of CNG Business, and the unaudited internally-prepared statement of income for the period January 1, 2001 to the Closing Date, also giving effect to the proposed disposition of CNG Business, and a statement of the Net Working Capital 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.