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Final Closing Balance Sheets definition

Final Closing Balance Sheets means the definitive Closing Balance Sheets included in such Final Closing Statements and, to the extent applicable, the term "Final Closing Financial Statements" shall mean the definitive profit and loss accounts included in such Final Closing Statements. The terms "Final JLW England Closing Net Worth," "Final JLW Scotland Closing Net Worth,""Final JLW Ireland Closing Net Worth," "Final Asia Region Closing Net Worth" and "Final Australasia Region Closing Net Worth" shall mean the definitive Closing Net Worth of (i) NewCo 1, JLW Supply, JLW USA and JLW Continuation, (ii) NewCo 2, (iii) NewCo 3, (iv) the Companies and (v) the Australasia Region Companies, respectively, including their respective direct and indirect Subsidiaries, based on the applicable Final Closing Balance Sheets.
Sample 1
Final Closing Balance Sheets means the final balance sheets of Wxxxx US and Wxxxx Canada, respectively, provided to Cxxxxxx and Purchasers in connection with the calculation of the Final US Net Working Capital and Final Canadian Net Working Capital.
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Final Closing Balance Sheets shall have the meaning set forth in Section 2.11(c).
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Examples of Final Closing Balance Sheets in a sentence

  • Investments in subsidiary companies shall be made with the prior approval of the Board.

  • The Preliminary Closing Balance Sheet and the Final Closing Balance Sheet are sometimes collectively referred to herein as the Preliminary and Final Closing Balance Sheets.

  • Shurgard and its advisors and accountants shall have fifteen (15) days after receipt to review the Final Closing Balance Sheets.

  • The Post-Closing Notice may not specify any other basis for disagreement with the Final Closing Balance Sheets, other than as set forth in the preceding sentence.

  • However, if a change in facts or circumstances occurred during the Change Period which would have warranted a change in the book value of such item of machinery and equipment that would not have been equally appropriate as of the Peg Date, then the book value of such item would be changed on the Preliminary and Final Closing Balance Sheets.

  • In its report resolving disputed items, the Third Party Accountants may not resolve any disputed item by choosing an amount that is greater than the greater of the amount claimed by Shurgard or set forth in the Final Closing Balance Sheets or less than the lesser of the amount claimed by Shurgard or set forth in the Final Closing Balance Sheets.

  • In the event that the Merger is consummated, all expenses incurred by any of the Companies will be reflected in the Preliminary Closing Balance Sheets and the Final Closing Balance Sheets.

  • The Preliminary and Final Closing Balance Sheets will include a LIFO debit of $8,226,129 which is the same amount as the LIFO debit included in the Peg Balance Sheet.

  • Since the Balance Sheet Date, Xicom has not, and will not incur any Taxes other than in the ordinary course of business, and Xicom will timely pay or make adequate provisions in the Preliminary and Final Closing Balance Sheets for all Taxes with respect to its business, properties and operations through and including the dates thereof.

  • The Arbiter shall determine, based solely on presentations by the Buyer and the Sellers' Representative and their respective representatives, and not by independent review, only those issues in dispute specifically set forth in the Notice of Disagreement and shall prepare the Final Closing Balance Sheets (as defined in Section 1.3(c)) and render a written report as to the dispute and the resulting calculation of Net Current Assets which shall be conclusive and binding upon the parties.


More Definitions of Final Closing Balance Sheets

Final Closing Balance Sheets means (x) the Closing Balance Sheets if no Notice of Disagreement with respect thereto is duly and timely delivered pursuant to Section 1.3(b) or (y) if such a Notice of Disagreement is so delivered, the Closing Balance Sheets as agreed by the Sellers' Representative and Buyer pursuant to Section 1.3(b) or (z) if such Notice of Disagreement is so delivered and in the absence of such agreement, the Final Closing Balance Sheets as prepared by the Arbiter pursuant to Section 1.3(b).
Sample 1
Final Closing Balance Sheets means the definitive Closing Balance Sheets of each of Compass UK, Compass Cayman, Compass M&L, ERE Retail and TYGPM or Compass Australia, as applicable, or, in the absence of agreement, the definitive Closing Balance Sheets including any adjustments resulting from the determination made by the Neutral Auditor (in addition to those items theretofore agreed to by Buyer and Lend Lease). The term "Final Working Capital Amounts" shall mean the definitive Working Capital of each of Compass UK, Compass Cayman, Compass M&L, ERE Retail and TYGPM or Compass Australia, as applicable, as based on the applicable Final Closing Balance Sheets. For purposes of performing the calculation of the Final Working Capital Amounts, with respect to the Worldwide Companies, the applicable exchange rate in effect on the Worldwide Closing Date shall be used and, with respect to Compass Australia, the applicable exchange rate in effect on the Australia Closing Date shall be used.
Sample 1

Related to Final Closing Balance Sheets

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

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

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

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

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

  • Closing Date Balance Sheet is defined in Section 3.1.

  • Final Closing Cash means the Closing Cash, as finally agreed or determined in accordance with Section 2.3(c).

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

  • 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.

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

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

  • Unaudited Interim Balance Sheet shall have the meaning specified in Section 2.4(a)(iii) of the Agreement.

  • Final Closing Working Capital has the meaning set forth in Section 2.4(e).

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

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

  • Final Balance Sheet has the meaning set forth in Section 3.3(b).

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

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

  • Closing Financial Statements has the meaning set forth in Section 6.22.

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

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

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

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

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

  • Off-Balance Sheet Obligations With respect to any Person and any date, to the extent not included as a liability on the balance sheet of such Person, all of the following with respect to such Person as of such date: (a) monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance sheet lease transaction that, upon the application of any Insolvency Laws, would be characterized as indebtedness, (b) monetary obligations under any sale and leaseback transaction that does not create a liability on the balance sheet of such Person, or (c) any other monetary obligation arising with respect to any other transaction that (i) is characterized as indebtedness for tax purposes but not for accounting purposes, or (ii) is the functional equivalent of or takes the place of borrowing but that does not constitute a liability on the balance sheet of such Person (for purposes of this clause (c), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).

  • Original Closing Date shall have the meaning set forth in the Recitals.

Most Referenced Clauses

Most Referenced Definitions