Closing Financials definition

Closing Financials means (a) the audited consolidated statements of the Company's income and expenses for the period from January 1, 1997 through and including 11:59:59 p.m. of the Closing Date, and (b) the audited consolidated balance sheet of the Company as of the day preceding the Closing Date, in each case together with the report thereon of Ernst & Young, the Company's independent certified public accountants. The balance sheet shall be prepared in sufficient detail and in a format necessary to permit Buyer to prepare the Adjusted WC.

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Closing Financials has the meaning set out in Clause 5.8.1.2;

Closing Financials has the meaning ascribed to it in Section 1.05(a).

Examples of Closing Financials in a sentence

• The Company shall prepare and deliver to Parent a draft Spreadsheet and the Closing Financials Certificate not later than three Business Days prior to the scheduled Closing Date.

• The amount of the Preliminary Cash Purchase Price, Closing Debt and/or Adjusted Net Worth not affected by the Objections will be deemed to be final as set forth in the Closing Financials and Computations.

• All items of inventory carried by the Company are reflected on the Company Historical Financials and the Company Closing Financials at the lower of cost (determined on a first-in, first-out bases) or market in accordance with ISA's applied on a consistent basis, with adequate provisions or adjustments having been made for excess and slow-moving inventory and inventory obsolescence and shrinkage.

• The Company has all right, title and interest in the inventories reflected in the Company Historical Financials and the Company Closing Financials (except to the extent they have been sold in the ordinary course of business since the date thereof).

• If Parent and Buyer agree in writing on the content of the Closing Financials, such Closing Financials shall become final and conclusive.

• In the event that Parent properly objects in writing to the Closing Financials within said 30-day review period, Parent and Buyer shall promptly meet and endeavor to reach agreement as to the content of the Closing Financials.

• If Parent does not object in writing to the Closing Financials within 30 days after delivery, such Closing Financials shall automatically become final and conclusive; any such written objection (the "Objection Notice") ---------------- shall set out the reasons for the objection, the amount in dispute (if determinable) and the basis for the calculation of such amount (if determinable).

• Seller and the Company shall have delivered to Buyer the Financial Statements and the Closing Financials Statements.

• All dividends or distributions on securities of the Company that have been declared or authorized prior to the date of this Agreement have been paid in full or accrued for in the Historical Financials and the Closing Financials.

• The cash value of any life insurance policy assigned by the Company to any of such individuals shall be paid to the Company or its successor no later than the time of delivery of the Closing Financials and Computations.

More Definitions of Closing Financials

Closing Financials is defined in Section 2.9(b).

Closing Financials shall have the meaning ascribed thereto in Section 7.2(p) hereto.

Closing Financials is defined in Section 6.14.

Closing Financials shall have the meaning assigned to it in Section 7.3(j).

Closing Financials has the meaning set forth in Section 2.04(a).