Company Closing Balance Sheet definition

Company Closing Balance Sheet shall have the meaning set forth in Section 2.6(a).
Company Closing Balance Sheet means an audited consolidated balance sheet of the Company and its Subsidiaries as of the Closing Date prepared in accordance with GAAP in the same manner GAAP was used in the preparation of the Company’s December 31, 2008 audited balance sheet and December 31, 2009 audited balance sheet (to the extent available) as if such Company Closing Balance Sheet was prepared and audited as of a fiscal year end, and audited by Deloitte & Touche LLP.
Company Closing Balance Sheet means the Company’s unaudited balance sheet to be delivered to Acquiror pursuant to Section 1.4(b)(iii).

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").


More Definitions of Company Closing Balance Sheet

Company Closing Balance Sheet means the Company’s unaudited balance sheet as of the Closing Date as delivered on the Closing Date.
Company Closing Balance Sheet means the unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the Closing.
Company Closing Balance Sheet means an unaudited consolidated balance sheet of the Company and its consolidated Subsidiaries as of the close of business on the date prior to the Closing Date, together with the notes thereto, prepared in accordance with GAAP; provided that, all costs yet to be incurred in connection with the severance costs related to the personnel set forth on Schedule 1.1(a) shall be accrued on such balance sheet except to the extent such costs or obligations are transferred to the Seller. "Company Common Stock" shall have the meaning ascribed in Section 3.5.
Company Closing Balance Sheet will mean the unaudited balance sheet statement of the Company to be prepared in accordance with Section 5.5 hereof.
Company Closing Balance Sheet means the unaudited consolidated balance sheet of the Target Companies as of the Closing Date, and delivered to Parent at least three (3) Business Days prior to the Closing Date, prepared in accordance with GAAP by the Stockholder with reasonable assistance from the Company.
Company Closing Balance Sheet means the unaudited consolidated balance sheet of the Target Companies as of the Closing Date, and delivered to Parent at least three (3) Business Days prior to the Closing Date, prepared in accordance with GAAP by the Stockholder with reasonable assistance from the Company.

Related to Company Closing Balance Sheet

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

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

  • 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).

  • Company Balance Sheet has the meaning set forth in Section 3.04(e).

  • Interim Balance Sheet as defined in Section 3.4.

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

  • Unaudited Interim Balance Sheet shall have the meaning specified in Section 4.4(a)(ii) of the Agreement.

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

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

  • 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.

  • Company Balance Sheet Date has the meaning set forth in Section 3.10.

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

  • Latest Balance Sheet Date has the meaning set forth in Section 3.10.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

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

  • Final Balance Sheet has the meaning set forth in Section 3.3(b).

  • Parent Balance Sheet Date shall have the meaning assigned to it in Section 5.13 hereof.

  • 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;

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

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Off-Balance Sheet Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment) or (c) an agreement for the sale of receivables or like assets creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, could be characterized as the indebtedness of such Person (without regard to accounting treatment).