Estimated Closing definition

Estimated Closing. Statement shall mean a statement setting forth the unaudited balance sheet of the Company as of the close of business on the last day of the month ended two months immediately prior to the month in which the Completion occurs, prepared in accordance with U.S. generally accepted accounting principles and using the same methodology used to prepare the Reference Closing Statement, including the Seller's good faith calculation of the Estimated Net Asset Value.

Estimated Closing. Balance Sheet" Section 2.04(a)(i) "Exchange Act" Section 3.05(a) "Financial Statements" Section 3.06 "Forward Merger" Section 1.01(a) "Forward Merger Surviving Corporation" Section 1.01(a) "GAAP" Section 2.04(a) "General Representations" Section 9.01 "Governmental Entity" Section 3.05(a) "Hazardous Materials" Section 3.27(f)(iv) "Holders" Heading Paragraph "Holder Releases" Section 7.02(f) "Holder Representative" Heading Paragraph "Holder Representatives" Heading Paragraph "HSR Act" Section 3.05(a) "IBCL" Section 1.01 "Indemnitee"

Estimated Closing. Balance Sheet" 3.3 (a) Estimated Closing Stockholders Equity" 3.3(a) "Final Closing Adjustment" 3.4

Examples of Estimated Closing in a sentence

• The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

• The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement.

• The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.4(e).

• Buyer shall have the opportunity to review all materials and information used by Seller in preparing such estimate, the Estimated Closing Cash Amount and the Estimated Closing Indebtedness Amount, and Seller shall make available such personnel as are reasonably necessary to assist Buyer in its review of the foregoing.

• If the Closing Date Statement indicates an Estimated Closing Indebtedness Amount of greater than zero, the Closing Consideration Amount shall be decreased by the amount of such excess.

• If the Closing Date Statement indicates an Estimated Closing Cash Amount of greater than zero, the Closing Consideration Amount shall be increased by the amount of such excess.

• The Estimated Closing Balance Sheet shall be accompanied by a certificate of the Chief Financial Officer of the Company to the effect that the Estimated Closing Balance Sheet presents fairly, in accordance with GAAP and the accounting practices of the Company applied on a consistent basis, the financial condition of the Company as of the close of business on the last day of the Test Month.

• The Company shall make available to Purchaser and its representatives the books, records and workpapers used to prepare the Estimated Closing Balance Sheet.

• The Closing Balance Sheet shall be prepared in accordance with GAAP and using the same GAAP accounting principles, practices, methodologies and policies that were used to prepare the Estimated Closing Balance Sheet.

• The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles.

More Definitions of Estimated Closing

Estimated Closing. NWC has the meaning set forth in Section 4.2.2.

Estimated Closing shall have the meaning set forth in Section 2.3. Debt"