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.
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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"
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Estimated Closing shall have the meaning set forth in Section 2.3. Debt"
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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 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 Parties shall cooperate in arranging for the repayment of the Estimated Closing Indebtedness and Estimated Closing Transaction Expenses at the Closing.

  • 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.

  • In the event Buyer disagrees with the Estimated Closing Amount, the Buyer shall (a) promptly notify the Seller in writing of such disagreement, setting forth the basis of such disagreement and (b) specify in reasonable detail the nature of its objections to the Sellers’ estimates.

  • The Seller and the Principals shall provide the Buyer and its representatives with reasonable access to the books and records of the Seller and shall cause the personnel of the Seller to reasonably cooperate with the Buyer and its representatives, the foregoing being for the purpose of, and to the extent necessary for, enabling the Buyer to review the Seller’s determination of all amounts and estimates in the Estimated Closing Statement and each component thereof.

  • Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

  • Seller shall consider in good faith any comments on the Estimated Closing Statement submitted by Purchaser.


More Definitions of Estimated Closing

Estimated Closing. NWC has the meaning set forth in Section 4.2.2.
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Estimated Closing. Balance Sheet" 3.3 (a) Estimated Closing Stockholders Equity" 3.3(a) "Final Closing Adjustment" 3.4
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