Closing Pro Forma Balance Sheet definition

Closing Pro Forma Balance Sheet has the meaning specified in Section 5.05(a)(ii).
Sample 1
Closing Pro Forma Balance Sheet a company prepared consolidated and consolidating balance sheet and income statement covering Borrower’s and each of its Subsidiary’s operations for the 12-month period immediately preceding the Closing Date, certified by a Responsible Officer and in a form acceptable to Administrative Agent.
Sample 1
Closing Pro Forma Balance Sheet means the balance sheet of Seller and Seller No. 2 prepared as described in Section 3.1 and adjusted for Excluded Assets and Excluded Liabilities relating to the Business as of the Closing Date. "COBRA" means Title X of the Consolidated Omnibus Budget Reconciliation Act of 1985.
Sample 1

Examples of Closing Pro Forma Balance Sheet in a sentence

  • The Closing Pro Forma Balance Sheet shall be prepared in accordance with United States generally accepted accounting principles ("GAAP"), consistently applied, except (i)as disclosed therein, (ii)for normal year end adjustments and (iii)for the omission of footnote disclosures required by GAAP.

  • The Pro Forma Balance Sheet and the Year End Financial Statements are correct and complete and consistent with the books and records of Seller and present fairly the financial position of the Division Business as of the date thereof, in accordance with GAAP, consistently applied, except (i) as disclosed therein; (ii) for normal year-end adjustments; (iii)adjustments made on the Closing Pro Forma Balance Sheet; and (iv)for the omission of footnote disclosures required by GAAP.

  • Within ten (10) business days after the Closing Date, Purchaser and Seller shall jointly prepare a mutually acceptable revised pro forma balance sheet of the Division Business as of the Closing Date which shall reflect changes in the Ordinary Course of Business from the date of the Pro Forma Balance Sheet to the Closing Date (the "Closing Pro Forma Balance Sheet").

  • If the Closing Working Capital Adjustment is positive, cash in an amount equal to the Closing Working Capital Adjustment shall be distributed to Seller at the Closing, provided, however, that if such distribution, together with all other permitted distributions of cash shown on the Closing Pro Forma Balance Sheet, would exceed the amount of cash on the Closing Pro Forma Balance Sheet, the Cash Consideration Amount shall be increased by the amount of such excess.

  • The Closing Pro Forma Balance Sheet shall reflect the assets of the same specific categories shown in the Pro Forma Balance Sheet and shall reflect no liabilities.

  • In the event that the surplus of the Company as of the Closing as shown in the Adjusted Balance Sheet is less than the surplus of the Company as shown in the Closing Pro Forma Balance Sheet, Sellers shall, within thirty (30) days of its delivery of the Adjusted Balance Sheet, pay such shortfall to Purchaser.

  • The Closing Pro Forma Balance Sheet presents fairly in all material respects on a pro forma basis the financial position of Sunrise as of November 16, 2000 and was prepared in accordance with GAAP.

  • The Company shall have delivered to the Agent a pro forma consolidated balance sheet of the Company and its Subsidiaries (the "Closing Pro Forma Balance Sheet"), certified by the chief financial officer of the Company that it fairly presents the pro forma adjustments reflecting the consummation of the transactions (including the National Dynamics Acquisition) contemplated by this Agreement, including all material fees and expenses in connection therewith, subject to normal year end adjustments.

  • The Closing Pro Forma Balance Sheet shall likewise reflect any lease fundings that occur up to and including to the Closing.

  • Except as reflected or reserved against, the Closing Pro Forma Balance Sheet or as disclosed on SCHEDULE 3.24, there are no Liabilities against, relating to or affecting Sunrise or any of its Assets and Properties.


More Definitions of Closing Pro Forma Balance Sheet

Closing Pro Forma Balance Sheet means the pro forma balance sheet of Sunrise as of ______________, in a form acceptable to Purchaser.
Sample 1
Closing Pro Forma Balance Sheet as defined in Section 5.8. "Competition Laws" as defined in Section 6.1. "Contract Proceedings" as defined in Subsection 3.21.2. "Contracts" as defined in Section 3.20. "Contributors" as defined in Subsection 3.10.5. "Copyrights" as defined in Subsection 3.11.2. "Customer Agreements" as defined in Subsection 2.1.6. "Customer Purchase Orders" as defined in Subsection 2.1.6. "Development Tools" as defined in Subsection 3.10.1(j). "Employment Agreements" as defined in Subsection 2.1.6. "Environment" as defined in Section 3.31.
Sample 1
Closing Pro Forma Balance Sheet shall have the meaning given in Section 2.4.2.
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Related to Closing Pro Forma Balance Sheet

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

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

  • Interim Balance Sheet as defined in Section 3.4.

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.

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

  • 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.

  • 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 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 Parent Borrower or any division, product line, or facility used for operations of the Parent 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 Parent 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, without limiting the application of the Pro Forma Adjustment pursuant to (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 operating expense reductions) that are (as determined by the Parent Borrower in good faith) (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Parent Borrower and its Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

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

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

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

  • 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.

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

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

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

  • Pro Forma Disposal Adjustment means, for any four-quarter 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 four-quarter period prior to its disposal.

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

  • 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 means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Board of Directors after consultation with the independent certified public accountants of the Company, or otherwise a calculation made in good faith by the Board of Directors after consultation with the independent certified public accountants of the Company, as the case may be.

  • Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

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

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

  • Parent Balance Sheet shall have the meaning assigned to such term in Section 5.13 hereof.

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Consolidated Total Funded Indebtedness (i) obligations under any derivative transaction or other Hedging Agreement, (ii) undrawn Letters of Credit, (iii) Earn-Outs to the extent not then due and payable and if not recognized as debt on the balance sheet in accordance with GAAP and (iv) leases that would be characterized as operating leases in accordance with GAAP on the date hereof.