Closing Date Principles means GAAP; provided, however, that none of the Estimated Closing Statement, the Estimated Second Closing Cash Consideration, the Closing Statement, the Final Second Closing Cash Consideration or any component of any of the foregoing shall take into account or give effect to (i) any change in the balance sheet of either Company as a result of (A) any financing transaction entered into by Buyer or any of its Affiliates in connection with the transactions contemplated hereby, (B) any transfer of cash by or on behalf of Buyer or its Affiliates to the Company Entities or (C) any payment of Indebtedness or Company Transaction Expenses by or on behalf of Buyer or any of its Affiliates at or after the Closing; (ii) any purchase accounting adjustments; or (iii) any increase in assets or decrease in Liabilities as a result of any Tax benefits related to the transactions contemplated hereby or any expenses related thereto.
Closing Date Principles means UK GAAP consistent with the accounting methodologies, principles and procedures (in each case to the extent permitted by UK GAAP) applied in the preparation of the balance sheet as of September 30, 2012 included in the Management Accounts, subject to normal and recurring year-end adjustments in accordance with the Companies’ past practice, except for such inconsistencies with UK GAAP as are indicated in Schedule 1.l(a); provided, however, that (i) neither the Closing Date Statement, the Proposed Closing Statement nor any component of the Purchase Price shall take into account or give effect to (A) any change in the balance sheet (including any increase or decrease in Indebtedness or Cash) as a result of (1) any financing transactions entered into by Buyer and its Affiliates in connection with the transactions contemplated hereby or (2) any other transfer of Cash by or on behalf of Buyer or any of its Affiliates to the Companies in connection with the transactions contemplated hereby, (B) any purchase accounting adjustments, (C) any increase in any assets, or decrease in any liabilities, as a result of any Tax benefits relating to the transactions contemplated by this Agreement or any expenses related thereto or (D) any Tax refunds or claims for Tax refunds (including claims for interest with respect to such refunds) other than those described in Schedule 1.l(g) and (ii) the Estimated Transaction Expenses, Transaction Expenses, Estimated Related Party Payables Amount, Related Party Payables Amount, Estimated Closing Date Indebtedness, and Closing Date Indebtedness will be increased, if necessary, to fully reflect any applicable invoices or payoff letters delivered to Buyer at or prior to Closing; provided, that Buyer may waive any such adjustments (and the impact of such adjustments on the Estimated Purchase Price) prior to Closing (which waivers will not impact the ultimate calculation of the Transaction Expenses, Related Party Payables Amount, Closing Date Indebtedness or Purchase Price).
Closing Date Principles means the accounting principles, practices, policies, judgments and methodologies described in Schedule 1.1.1.
Examples of Closing Date Principles in a sentence
The Estimated Closing Statement shall be prepared in accordance with the Closing Date Principles.
The Closing Statement shall be prepared in accordance with Closing Date Principles.
More Definitions of Closing Date Principles
Closing Date Principles means GAAP; provided, however, that (a) none of the Estimated Closing Statement, the Estimated Cash Consideration, the Closing Statement, the Final Cash Consideration or any component of any of the foregoing shall take into account or give effect to (i) any change in the balance sheet of either Company as a result of (A) any financing transaction entered into by Buyer or any of its Affiliates in connection with the transactions contemplated hereby, (B) any transfer of cash by or on behalf of Buyer or its Affiliates to the Company Entities or (C) any payment of Indebtedness or Company Transaction Expenses by or on behalf of Buyer or any of its Affiliates at or after the Closing; (ii) any purchase accounting adjustments; or (iii) any increase in assets or decrease in Liabilities as a result of any Tax benefits related to the transactions contemplated hereby or any expenses related thereto, and (b) if, on or prior to the Closing Date, there shall occur any physical damage to or destruction of, or theft or similar Loss of, any of the noncurrent assets of a Company (each, a “Casualty Loss”) in excess of $25,000, Closing Working Capital shall exclude the amount of the excess, if any, of (i) the aggregate amount of any insurance proceeds collected or receivable by such Company in respect of each Casualty Loss exceeding $25,000, over (ii) the aggregate amount of cash spent, and current Liabilities incurred, by the Company Entities in connection with such Casualty Loss or any substitution or replacement of the applicable non-current asset.