Examples of Company Closing Balance Sheet in a sentence
The Company Closing Balance Sheet will be prepared in accordance with GAAP on a basis consistent with the 1997 Audited Balance Sheet and shall include all accruals and adjustments required by GAAP, including, without limitation, accruals for Taxes.
Within ninety (90) days after the Closing Date: (i) NewCo will deliver the Opening Balance Sheet to Quotaholders, (ii) Arthur Andersen LLP will deliver the Company Closing Balance Sheet to Equifax and Quotaholders and (iii) Equifax will deliver to Quotaholders a report containing computations (collectively, the "COMPUTATIONS") of Net Working Capital, NewCo's cash on hand on the Closing Date, the Actual Tax Liability and the Tax Cap.
For purposes of calculating the Adjusted Purchase Price and each of Estimated Company Working Capital, Estimated Company Working Capital Surplus and Estimated Company Working Capital Shortfall, the Euro amounts of each of the foregoing shall beconverted to dollars at the Exchange Rate as of the date of the Company Closing Balance Sheet (i.e., the prior day’s rate as provided in the definition of “Exchange Rate”).
The Sellers shall cause the Company Closing Balance Sheet, the Company Closing Working Capital Statement and the calculations based thereon to be certified by the Chief Executive Officer and the Chief Financial Officer of the Company as having been prepared in accordance with the principles set forth below.
Purchaser shall have four (4) calendar days to review the Company’s Closing Balance Sheet, Company’s Closing Working Capital Statement and the attached calculations based thereon, after which, unless reasonably objected by Purchaser, for purposes of this Section 2.6, the Company Closing Balance Sheet and Company Working Capital Statement shall be binding on the Parties hereto, subject to the terms of Section 2.6(b).
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If the Company Closing Balance Sheet reflects the Company’s consolidated stockholders’ equity less than the Company Minimum Adjusted Net Worth, the Per Share Consideration shall be reduced as set forth below.
By way of example, if the Company Closing Balance Sheet reflects the Company’s consolidated stockholders’ equity $100,000 below the Company Minimum Adjusted Net Worth and the Company has 231,140 shares issued and outstanding at the Closing, then the Per Share Consideration shall be reduced by $0.43.
For avoidance of doubt, all financial advisor, legal and accounting fees and expenses of the Company, Subsidiaries and Sellers shall be set forth as current liabilities on the Company Closing Balance Sheet and taken into account in the calculation of the Closing Adjustment Amount and/or Post-Closing Adjustment Amount.
Parent shall cause Company to prepare a balance sheet of the Company ("Closing Balance Sheet") as of the end of the accounting period (as described in the last sentence to Section 2.4) immediately preceding the Effective Time, or as of the date of the Effective Time if such date is as of the end of the accounting period ("Determination Date").