Effective Date Balance Sheets definition

Effective Date Balance Sheets has the meaning given in item 1.6(a) of Schedule 8.
Sample 1Sample 2Sample 3
Effective Date Balance Sheets as defined in Section 2.10.
Sample 1
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.
Sample 1

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.

  • 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.

  • 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”).

  • 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.

  • If on the Closing Date any Interests are purchased by any of the Optionees, the applicable American Entity shall assign to, and the Optionors shall assume, all of the Liabilities with respect to that American Entity, other than the Omega Mortgage Loan, the Permitted Encumbrances (including the Essex Lease) and accrued income taxes (to the extent set forth on the Effective Date Balance Sheets) (the "Optionors’ Assumed Liabilities").

  • In the case of any taxes that are payable for a Straddle Tax Period, for purposes of preparing the tax accrual on the Effective Date Balance Sheets, the taxable year of the Company which includes the Effective Date will be treated as closing on (and including) the Effective Date.

  • 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).

  • Any amounts payable by the Purchaser or the Vendors, as applicable, based on the final Effective Date Balance Sheets shall be adjusted to give credit for adjustments paid on the Closing Date pursuant to Section 2.6(a) and any payment due to the Purchase by the Vendors pursuant to this Section 2.6 shall be first paid from the Escrow Amount pursuant to the Escrow Agreement.

  • Buyer's independent accountant, Deloitte Touche Tohmatsu ("Buyer's Auditor"), on behalf of Buyer, shall have access to all work papers prepared by Seller, and any other documents, accounting records or evidence of financial transactions as they consider necessary in connection with the audit of the Effective Date Balance Sheets and the Closing Statements.

  • Without prejudice to the provisions of Section 6.04, within 45 (forty-five) Business Days following the receipt of the documents delivered pursuant to Section 6.01, the Purchaser shall submit the Effective Date Balance Sheets, the Italian Business Update, the Price Calculations and the opinion of the First Auditor to the Second Auditor, which within the same 45 (forty five) Business Day period shall render its opinion thereon.


More Definitions of Effective Date Balance Sheets

Effective Date Balance Sheets means the Xxxxxx Effective Date Balance Sheet and the Watford Effective Date Balance Sheet.
Sample 1
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.
Sample 1

Related to Effective Date Balance Sheets

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

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

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of June 30, 2018, as presented in the Information Statement made available to the Record Holders.

  • 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.

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

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

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

  • Reference Balance Sheet Date is defined in Section 3.5.

  • 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:

  • 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.

  • 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).

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

  • Balance Sheets has the meaning set forth in Section 4.5(a).

  • 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;

  • Company Balance Sheet Date means December 31, 2016.

  • Reference Balance Sheet shall have the meaning assigned to it in Section 4.3.

  • Current Balance Sheet Date means September 30, 1996.

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

  • SEC Off-Balance Sheet Rules means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

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

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

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

  • 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).

  • Current Balance Sheet shall have the meaning set forth in Section 2.7.

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