Effective Date Balance Sheets definition

Effective Date Balance Sheets has the meaning given in item 1.6(a) of Schedule 8.

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Effective Date Balance Sheets has the meaning specified in Section 2.10(c).

Effective Date Balance Sheets means the ▇▇▇▇▇▇ Effective Date Balance Sheet and the Watford Effective Date Balance Sheet.

Examples of Effective Date Balance Sheets in a sentence

• If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the parties.

• To the extent that the Price Decrease exceeds the balance of the Promissory Note, TAT shall pay the amount of such excess to Buyer in immediately available funds within 30 days after the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d).

• An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement.

• Not later than the third Business Day after the date on which the Final Effective Date Balance Sheets and the Final Net Working Capital are finally determined pursuant to Section 2.3(d), TAT and Buyer shall jointly determine the amount by which the Purchase Price would have been adjusted pursuant to Section 2.3(b) had the Final Net Working Capital been substituted for the Estimated Effective Date Net Working Capital as of the Closing.

• Within 30 days following receipt by TAT of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may deliver a written objection notice to Buyer of any disagreement TAT has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”).

• Buyer shall have reasonable input into the preparation and verification of such Effective Date Balance Sheets.

• The adjustments to the Purchase Price shall be recalculated and paid based on the final Effective Date Balance Sheets as contemplated in Section 2.6(f).

• Save as reserved against on the Effective Date Balance Sheets, CMB France, CMB U.K. (with respect to the U.K. Plant), CMB Turkey and CMB Germany (with respect to the German Plant) have no outstanding obligations vis-a-vis their former employees (including all directors and other officers).

• The Effective Date Balance Sheets shall be prepared in accordance with GAAP.

• Buyer hereby covenants and agrees that it shall or procure that its affiliates shall take all actions necessary to use, sell, remarket or otherwise dispose of for value the finished products, raw materials and the "master batch" products and in the inventory of CMB France, CMB U.K. (with respect to the U.K. Plant), CMB Turkey and CMB Germany (with respect to the German Plant) as reflected on the Effective Date Balance Sheets.

More Definitions of Effective Date Balance Sheets

Effective Date Balance Sheets means the balance sheets of the Companies at the close of business on the Effective Date, as described in Section 1.2.

Effective Date Balance Sheets the balance sheets of the Italian Business, the USA Business, the European Associated Assets and Liabilities, and the statement indicating the value of the Residual Inventory as at the Effective Date prepared by Vendors on a country by country basis in accordance with the Accounting Principles and the applicable provisions of this Agreement. 1.01.23 "Encumbrance": any mortgage, charge, pledge, lien, hypothecation, trust, right of set off or other Person's right and interest including any right of pre-emption, right of first refusal, assignment by way of security, reservation or restriction of title or any other security interest of any kind however created or arising or any other agreement or arrangement having similar effect. 1.01.24 "European Associated Assets and Liabilities": the Assets and Liabilities of the Businesses located within France, Germany, UK, Spain and Netherlands, including, but not limited to, the tangible Assets identified on a country by country basis in Schedule 1.01.24, Parts 1, 2, 3, 4 and 5 respectively. 1.01.25 "Excluded Assets" : the assets identified by category in Schedule 1.01.25, that shall not be transferred pursuant to this Agreement. 1.01.26 "Excluded Liabilities" : the liabilities listed by category in Schedule 1.01.26, that shall not be assumed by the Purchaser pursuant to this Agreement. 1.01.27 "Expert" : the firm of independent certified public accountants known as KPMG, Milan office, or if KPMG does not agree to perform, or is unable or unwilling to complete the services called for under Section 6.04, and the Parties fail to agree in good faith on its replacement within the following five (5) Business Days, such replacement will thereupon be designated, with preference being given, for the purposes of such designation, to primary international accounting firms, by the then President of the Tribunal of Milan upon request of either Party, but after having allowed sufficient time for the hearing of the other. 1.01.28 "Final Purchase Prices" : collectively (i) the final purchase price of the Shares after the Contribution in Kind; (ii) the final purchase price of the USA Business; (iii) the final purchase price of the European Associated Assets and Liabilities; and (iv) the final purchase price of the Residual Inventory, in each case determined by applying the Calculation Methodology to the Effective Date Balance Sheets in accordance with applicable provisions of this Agreement.