Closing Date Pro Forma Balance Sheet definition

Closing Date Pro Forma Balance Sheet. 5.9 (c) “Closing Date Projection” 5.9 (b) “Co-Bookrunner” and “Co-Bookrunners” Preamble “Concentration Account” 2.13(f) “Costs and Expenses” 12.7 “Confidential Information” 12.10 “Credit Card Notifications” 2.13(c) “Declined Prepayment Amount” 2.9 “Designated Person” 5.15 (e) “Documentary Letter of Credit” Appendix B “Documentation Agent” Preamble “DTLR” Preamble “EBITDA” Exhibit D “Event of Default” VIII “Excluded Blocked Accounts” 2.13(d) “Executive Orders” 5.15 (d) “Exiting Creditor” Preamble
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Closing Date Pro Forma Balance Sheet has the meaning set forth in Section 2.1(b)(ii)(C).
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Closing Date Pro Forma Balance Sheet means the Draft Closing Date Pro Forma Balance Sheet together with any revisions thereto pursuant to this Section 2(e)(ii). In the event the Parties submit any unresolved objections to an accounting firm for resolution as provided in Section 2(e)(ii) above, Buyer and Seller shall share responsibility for the fees and expenses of the accounting firm as follows: if the accounting firm resolves all of the remaining objections in favor of Buyer (the Final Pro Forma Working Capital so determined is referred to herein as the "Low Value"), Seller shall be responsible for all of the fees and expenses of the accounting firm; if the accounting firm resolves all of the remaining objections in favor of Seller (the Final Pro Forma Working Capital so determined is referred to herein as the "High Value"), Buyer shall be responsible for all of the fees and expenses of the accounting firm; and if the accounting firm resolves some of the remaining objections in favor of Buyer and some objections in favor of Seller (the Final Pro Forma Working Capital so determined is referred to herein as the "Actual Value"), Seller shall be responsible for that fraction of the fees and expenses of the accounting firm equal to (x) the difference between the High Value and the Actual Value over (y) the difference between the High Value and the Low Value, and Buyer shall be responsible for the remainder of the fees and expenses. Buyer will make the work papers and back-up materials used in preparing the Draft Closing Date Pro Forma Balance Sheet, and the books, records, and financial staff of the Business available to Seller and Parent and their accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the preparation by Buyer of the Draft Closing Date Pro Forma Balance Sheet, (B) the review by Seller of the Draft Closing Date Pro Forma Balance Sheet, and (C) the resolution by the Parties of any objections thereto.
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Examples of Closing Date Pro Forma Balance Sheet in a sentence

  • Except as disclosed on Schedule 5.9(c), the Credit Parties will not have any Indebtedness or other material liabilities, contingent or otherwise, which are not reflected in the Closing Date Pro Forma Balance Sheet or the Closing Date Financial Statements.

  • Except as disclosed on Schedule 5.9(c), immediately after the Closing Date and the application of the proceeds of the Loans, the Credit Parties will not have any Indebtedness or other material liabilities, contingent or otherwise, which are not reflected in the Closing Date Pro Forma Balance Sheet or the Closing Date Financial Statements.

  • Buyer will prepare the Draft Closing Date Pro Forma Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Target Pro Forma Balance Sheet and the Target Working Capital derived therefrom.

  • Buyer will give credit to Transferring Employees for earned but unused vacation and accrued vacation determined as of the Closing Date and an appropriate accrual therefor will be set forth on the Closing Date Pro Forma Balance Sheet.

  • All Taxes due and payable with respect to such Tax Returns will be paid by Seller as and when required by law, other than (1) Taxes reflected in the reserve for current non-Income Tax liabilities included in the Closing Date Pro Forma Balance Sheet and (2) Taxes that are allocable to a Post-Closing Period, which Taxes shall be paid by Buyer as and when required by law.

  • Notwithstanding anything to the contrary in this Agreement and for the avoidance of doubt, Seller shall have no indemnification obligation pursuant to the foregoing clause (B) for Taxes included in the reserve for Non-Income Tax liabilities included in the Closing Date Pro Forma Balance Sheet.

  • Within 60 days after the Closing Date, Buyer will prepare and deliver to Seller a draft consolidated balance sheet (the "Draft Closing Date Pro Forma Balance Sheet") for the Business as of the close of business on the Closing Date.

  • The ALMs are created by a process of successive step-by-step refinements, starting with the most robust region segmentations first.

  • Abundance estimates of naturally produced spring Chinook salmon have improved since 2001 due to the marking of all hatchery spring Chinook salmon releases (compared to a previous marking rate of only one percent to two percent), which allows for the separation in counts at weirs and traps and on spawning grounds.

  • The "Closing Date Pro Forma Balance Sheet" shall mean the Draft Closing Date Pro Forma Balance Sheet together with any revisions thereto pursuant to this 0.


More Definitions of Closing Date Pro Forma Balance Sheet

Closing Date Pro Forma Balance Sheet for an SPV shall mean a balance sheet of the SPV prepared by Seller in accordance with GAAP reflecting the anticipated assets and liabilities of the SPV on the Closing Date in accordance with Section 2(a). “Code” means, except as the context may otherwise state expressly, the U.S. Internal Revenue Code of 1986, as amended.
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Closing Date Pro Forma Balance Sheet has the meaning set forth in 0 below.
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Closing Date Pro Forma Balance Sheet means the Draft Closing Date Pro Forma Balance Sheet together with any revisions thereto pursuant to this 0.
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Closing Date Pro Forma Balance Sheet means the pro forma balance sheet of Brunswick as of January 31, 1996 prepared by Brunswick based on the financial statements described in clauses (a)(i) and (ii) of Section 5.4 and assuming that the transactions contemplated by this Agreement to occur on the Closing Date, including the Acquisition and the Bridge Loan, occurred on January 31, 1996.
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Closing Date Pro Forma Balance Sheet means the pro forma consolidated ------------------------------------ balance sheet of Seller reflecting the Purchased Assets and the Assumed Liabilities as of the Closing Date, which shall be prepared in accordance with GAAP consistently applied, except as provided in the footnotes to the December 31 Pro Forma Balance Sheet and in the definition of Change in Adjusted Working Capital.
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Related to Closing Date Pro Forma Balance Sheet

  • Pro Forma Balance Sheet as defined in Section 4.1(a).

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Interim Balance Sheet has the meaning set forth in Section 3.06.

  • Final Closing Balance Sheet shall have the meaning set forth in Section 2.3(e).

  • Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.

  • Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Final Balance Sheet has the meaning set forth in Section 2.4(e).

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of June 30, 2018, as presented in the Information Statement made available to the Record Holders.

  • Closing Date Indebtedness means the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Company Balance Sheet means the consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2016 and the footnotes thereto set forth in the Company’s annual report on Form 10-K for the fiscal year ended December 31, 2016.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Latest Balance Sheet has the meaning set forth in Section 3.4(a).

  • Pro Forma Basis and “Pro Forma Effect” mean, with respect to compliance with any test hereunder for an applicable period of measurement, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith that have been made during the applicable period of measurement or subsequent to such period and prior to or simultaneously with the event for which the calculation is made shall be deemed to have occurred as of the first day of the applicable period of measurement (as of the last date in the case of a balance sheet item) in such test: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a Disposition of all or substantially all Equity Interests in any Restricted Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Restricted Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction,” shall be included, (b) any retirement of Indebtedness, and (c) any Indebtedness incurred or assumed by the Borrower or any of its Restricted Subsidiaries in connection therewith and if such Indebtedness has a floating or formula rate, shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate which is or would be in effect with respect to such Indebtedness as at the relevant date of determination; provided that, (1) without limiting the application of the Pro Forma Adjustment pursuant to clause (A) above, the foregoing pro forma adjustments may be applied to any such test solely to the extent that such adjustments are consistent with the definition of “Consolidated EBITDA” and give effect to events (including cost savings, synergies and operating expense reductions) that are (as determined by the Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of “Pro Forma Adjustment” and (2) in connection with any Specified Transaction that is the incurrence of Indebtedness in respect of which compliance with any specified leverage ratio test is by the terms of this Agreement required to be calculated on a Pro Forma Basis, the proceeds of such Indebtedness shall not be netted from Indebtedness in the calculation of the applicable leverage ratio test.

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Unaudited Interim Balance Sheet shall have the meaning specified in Section 2.4(a)(iii) of the Agreement.

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

  • Unaudited Balance Sheet has the meaning set forth in Section 3.4(a)(ii).

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.

  • Closing Date Cash has the meaning specified in Section 3.4(a).