Closing Date Financials definition

Closing Date Financials shall have the meaning provided in Section 6(h).

Closing Date Financials means the estimated balance sheet, cashflow statement and P&L statement as of the Closing Date, prepared in accordance with Accounting Standards consistently applied, and delivered by Seller 1 in accordance with Clause 4.1.

Closing Date Financials has the meaning set forth in Section 6.18(c). Appendix A-3 “Closing Date Net Working Capital,” which may be a positive or negative number, means an amount equal to the total current assets of the Acquired Company and its Subsidiaries (other than the Partnership and its Subsidiaries) minus the total current liabilities of the Acquired Company and its Subsidiaries (other than the Partnership and its Subsidiaries) as of the Closing Date, in each case as determined in accordance with GAAP applied consistently with the Balance Sheet and the accounting principles used in the preparation thereof. For the avoidance of doubt, Closing Date Net Working Capital shall not include severance or retention obligations related to the transactions contemplated by this Agreement.

Examples of Closing Date Financials in a sentence

• SCHEDULE 3.8 shall be deemed amended to include the Closing Date Financials upon receipt thereof by the Buyer from the Company.

• The Closing Date Financials shall be prepared in accordance with generally accepted accounting principles and on the same basis as the Company's other financial statements set forth on SCHEDULE 3.8 hereto, and include all normal and recurring adjustments necessary for a fair presentation of the information set forth therein.

• All material liabilities and obligations, whether accrued, absolute, contingent, direct or indirect, perfected, inchoate, unliquidated or otherwise and whether due or to become due, which existed as of December 31,1999, June 30, 2000 and July 31, 2000, have been disclosed in the balance sheets included in the Historical Unaudited Financial Statements, Historical Audited Financial Statements, the Interim Financial Statements and the Closing Date Financials, respectively, or in the notes thereto.

• If TMP so objects to the Closing Date Financials and the Shareholders do not agree with TMP's objections or such objections are not resolved on a mutually agreeable basis within 15 days of the Shareholders' receipt of TMP's objections, any such disagreements shall be promptly submitted by either party to a mutually agreeable independent certified public accounting firm (the "Independent Firm").

• Insofar as the representations set forth in the preceding sentence relate to the Closing Date Financials only, such representations are made as of the date of delivery of the Closing Date Financials.

• If TMP does not so object to the Closing Date Financials, then TMP will be deemed to have accepted the Closing Date Financials.

• As soon as is reasonably practicable, but in any event within 45 days following the receipt of the Closing Date Financials, TMP shall complete a review of the Closing Date Financials and shall inform the Shareholders in writing that the Closing Date Financials are acceptable or object to the Closing Date Financials in writing, setting forth a specific description of TMP's objections.

• All contributions, insurance premiums, benefits and other payments to or under each Employee Benefit Plan with respect to all periods through the Closing have or will be made prior to the Closing or have been accrued on the Financial Statements or will be accrued on the Closing Date Financials, in each case in accordance with GAAP consistently applied.

• All contributions, insurance premiums, benefits and other payments to or under each Employee Benefit Plan with respect to all through the Closing have or will be made prior to the Closing or have been accrued on the Financial Statements or will be accrued on the Closing Date Financials, in each case in accordance with GAAP consistently applied.

• The Closing Date Financials shall be prepared on the same basis as the Company's other financial statements set forth on SCHEDULE 3.8 hereto, include all normal and recurring adjustments necessary for a fair presentation of the information set forth therein.

More Definitions of Closing Date Financials

Closing Date Financials is defined in Section 5.7(a).