Final Closing Accounts definition

Final Closing Accounts shall have the meaning set forth in Section 2.2.2(c).
Sample 1
Final Closing Accounts means the unaudited balance sheet prepared on a consolidated basis for the Group Companies drawn up as at the Closing Date and prepared in accordance with the Accounting Principles as if they had been annual accounts and otherwise as specified in Section2.4.1 for the purpose of calculating the Final Purchase Price. The Final Closing Accounts shall be prepared in a way enabling the Parties to determine the Cash, the Debt and the Net Working Capital calculated in accordance with the rules agreed herein, and which shall take into the account the effects on the balance sheet due to the exercise of InMotion Option and Management Option.
Sample 1
Final Closing Accounts means the unaudited balance sheet prepared on a consolidated basis for the Group Companies drawn up as at the Closing Date and prepared in accordance with the Accounting Principles as if they had been annual accounts and otherwise as specified in Section 2.4.1 for the purpose of calculating the Final Purchase Price. The Final Closing Accounts shall be prepared in a way enabling the Parties to determine the Cash, the Debt and the Net Working Capital calculated in accordance with the rules agreed herein, and which shall take into the account the effects on the balance sheet due to the exercise of InMotion Option and Management Option.
Sample 1

Examples of Final Closing Accounts in a sentence

  • The Closing Purchase Price will be adjusted, first, upward, by an amount equal to fifty percent (50%) of the Final Closing Project Costs and, then, less the pre-closing adjustment amount previously paid by Buyer pursuant to Section 3.2(c) plus one hundred percent (100%) of the Final Closing Accounts Receivable less one hundred percent (100%) of the Final Closing Accounts Payable (the “Adjustment Amount”).

  • The Net Debt shall be calculated by reference to the aggregate of the following financial assets and financial liabilities line items shown on the Final Closing Accounts established in accordance with the Agreement: Account-No. Account Name Net Debt as of Dec.

  • The Purchaser will not be entitled to indemnification from Seller for any Losses to the extent that such Losses have been reflected as a deduction in the Final Closing Accounts.

  • The representations or warranties made in the immediately preceding sentence are also referred to herein as the “A/R Collection Representation.” There is no contest, claim or right of set-off under any Material Company Contract with any obligor of an Accounts Receivable included in the Final Closing Accounts Receivable relating to the amount or validity of such Accounts Receivable.

  • The Closing NAV shall be subject to the Final NAV Adjustment to be carried out in terms of the provisions of § 8.3(o) below on the basis of the Final Closing Accounts.

  • Annex 5.1 to the Share Purchase Agreement regarding Plus Orthopedics Holding AG quality, all of which have been written off or written down in accordance with IFRS in the Final Closing Accounts, as the case may be.

  • All Taxes incurred by the Group Companies on or before the Closing Date have been duly paid or are fully reflected in the Final Closing Accounts.

  • Within five Business Days after Buyer’s delivery of such summary to Stockholders Representative, Buyer shall deposit with the Escrow Agent, or if there is a separate Paying Agent, with such Paying Agent, for payment to the Stockholders as the Per Share A/R Adjustment Amount in accordance with this Agreement, a cash amount equal to the amount, if any, by which the Collected A/R exceeds (i) the Final Closing Accounts Receivable less (ii) the Closing A/R Reserves (the “Gross A/R Adjustment Amount”).

  • All notes and accounts receivable of the Development Companies are reflected properly on their Books and Records, are valid receivables which as at the Execution Date or the Closing Date (as the case may be) are not subject to setoffs or counterclaims pending at the Closing Date, are current and collectible, and are capable of being collected in accordance with their terms at their recorded amounts, subject only to the reserve for bad debts set forth on the face of the Final Closing Accounts.

  • In respect of the Development Companies, there are no obligations of any kind nor any sum due to any present or former employee, agent or representative in connection with their employment and/or other contracts or agreements (including dismissal indemnities) except as liabilities disclosed in the Proforma Closing Accounts and the Final Closing Accounts (rather than in any notes thereto).


More Definitions of Final Closing Accounts

Final Closing Accounts means the consolidated financial balance sheet of the Group (supported by the consolidated financial statements produced in accordance with Article 2.3) as at the Adjustment Date becoming final and binding on Sellers and Buyer pursuant to Article 2.3. Guarantor shall mean the legal entity defined as Guarantor on the cover page to this Agreement. Group shall have the meaning as set forth in Recital B. IFRS shall mean the International Financial Reporting Standards as promulgated by the International Accounting Standards Board. Initial Escrow Amount shall have the meaning set forth in Article 2.5(a).
Sample 1
Final Closing Accounts shall have the meaning set forth in Section 3.3.3.
Sample 1
Final Closing Accounts shall have the meaning ascribed to such term in Section 2.3. 57
Sample 1

Related to Final Closing Accounts

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

  • Final Closing means the last closing under the Private Placement;

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Final closure means the closure of all hazardous waste management units at the facility in accordance with all applicable closure requirements so that hazardous waste management activities under sections 264 and 265 of this regulation are no longer conducted at the facility unless subject to the provisions in § 262.34.

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

  • Seller Account shall have the meaning set forth in the preamble of this Agreement.

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Completion Accounts has the meaning given in Paragraph 4.1, 4.2(A) or 4.2(B) (as applicable) of Part A of Schedule 8 (Completion Accounts);

  • Funding Accounts has the meaning assigned to such term in Section 4.01(h).

  • Disbursement Accounts has the meaning ascribed to it in Annex C.

  • Settlement Account means an account established at a financial institution designated by Merchant as the account to be credited and debited by the Servicers for Transactions, Card Fees, Chargebacks and other amount assessed by a Card Association and passed- through to Merchant pursuant to the terms of this Agreement.

  • Escrow Accounts means any escrow account in which Escrowed Proceeds are deposited and held.

  • Collection Accounts As defined in Section 3.10(a).

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Closing Escrow Agreement means the Closing Escrow Agreement, dated as of the date hereof, between the Company, Xxxx Capital Partners, LLC and the escrow agent (the “Escrow Agent”) identified therein, in the form of Exhibit B hereto.

  • Management Accounts means unaudited accounts which shall incorporate a profit and loss statement, cash flow statement and balance sheet.

  • Indemnity Escrow Account has the meaning set forth in Section 2.3(c).

  • Adjustment Escrow Account has the meaning set forth in Section 2.4(a)(i).

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Operating Accounts shall have the meaning ascribed to it in Section 4.03.A.

  • Transaction Account means a cash account established and maintained by Repo Custodian for the Funds to effect repurchase transactions pursuant to the Master Agreement.

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

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

  • Management Accounts Date means 30 September 2017;

  • Escrow Account The Eligible Account or Accounts established and maintained pursuant to Section 3.09(b).