Final Closing Date Balance Sheet definition

Final Closing Date Balance Sheet has the meaning set forth in Section 2.3(a)(ii).

Final Closing Date Balance Sheet is defined in Section 2.5(c).

Final Closing Date Balance Sheet has the meaning set forth in Section 2.5(b) below.

Examples of Final Closing Date Balance Sheet in a sentence

• Within five Business Days following the termination of the 120-day period following the Closing Date, Shareholder shall deliver to Purchaser an amount in cash equal to the percentage set forth on Schedule 5(a) hereto of the aggregate amount of the face value of the Accounts Receivable that were included in the Final Closing Date Balance Sheet but which were not collected by the Practice as of the end of such 120-day period (such amount being referred to herein as the “Uncollected Amount”).

• Purchaser and Seller further agree that a deferred tax asset shall also be reflected on the Preliminary Closing Date Balance Sheet and the Final Closing Date Balance Sheet in an amount equal to the 2007 Bonus Plan Accrual multiplied by twenty-four and two tenths of a percent (24.2%).

• The parties further agree that no accrual for Continuing Employees that are expected to be severed by Purchaser following the Closing Date shall be reflected on the Preliminary Closing Date Balance Sheet or Final Closing Date Balance Sheet.

• The Final Closing Date Balance Sheet shall set forth the actual amounts of (A) Cash, (B) Working Capital and (C) Debt and shall be accompanied by the Final Tax Adjustment Statement.

• The Liability in respect of such Taxes shown as owing on such Tax Returns shall be paid by X Ray, and shall be reflected on the Final Closing Date Balance Sheet so as to increase any Net Working Capital Deficit or decrease any Net Working Capital Surplus on a dollar-for-dollar basis.

More Definitions of Final Closing Date Balance Sheet

Final Closing Date Balance Sheet means the final consolidated balance sheet of the Company as of the Closing Date, as determined pursuant to Section 1.10(b)(ii) or 1.10(b)(iii).

Final Closing Date Balance Sheet based on the most recent financial information of the Company reasonably available to Regency, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Final Closing Date Balance Sheet and Estimated Net Working Capital, (iii) a calculation of the difference, if any, between the Closing Date Long-Term Debt shown on the Final Closing Date Balance Sheet and Estimated Closing Date Long-Term Debt, (iv) a calculation of the actual Pre-Closing Capex Amount (the “Final Pre-Closing Capex Amount”), together with a calculation showing the difference, if any, between the Final Pre-Closing Capex Amount and the Estimated Pre-Closing Capex Amount and (v) the final calculation of the Purchase Price Adjustment Amount. At any time during the 30-day period following receipt of the Final Adjustment Statement (the “Review Period”), ETE may deliver to Regency a written report containing any changes that ETE proposes be made to the Final Adjustment Statement (such written report, an “Objection Notice”). Regency shall provide to ETE such documentation and other data, and, during normal business hours, access to its and the Company’s officers, employees, agents and other personnel as is reasonably necessary to enable ETE to appropriately review the Final Adjustment Statement, including preparing a Final Closing Date Balance Sheet and making the calculations set forth in the first sentence of this Section 2.5(c). ETE shall be deemed to have waived any rights to object to the Final Adjustment Statement unless ETE delivers an Objection Notice to Regency within the Review Period and, if the Review Period expires without ETE so delivering an Objection Notice, then the Final Adjustment Statement shall become final and binding for all purposes of this Agreement. If ETE delivers an Objection Notice to Regency during the Review Period, then ETE and Regency shall attempt to agree on the amount of the actual Purchase Price Adjustment Amount. If such Parties cannot reach agreement within 30 days after the date on which ETE delivered such Objection Notice to Regency, the Parties shall refer the remaining disputed matters necessary to the final determination of the Purchase Price Adjustment Amount to PriceWaterhouseCoopers, or if PriceWaterhouseCoopers is unable or unwilling to perform its obligations under this Section 2.5(c), such other nationally-recognized independent accounting firm as is mutually agreed on by ETE and Regency (the “Accounting Firm”). The A...

Final Closing Date Balance Sheet means the consolidated balance sheet delivered by Seller to Buyer in accordance with Section 3.4.1.

Final Closing Date Balance Sheet has the meaning specified in the Coordinating Agreement.

Final Closing Date Balance Sheet shall have the meaning specified in Section 2.4(e) of this Agreement.

Final Closing Date Balance Sheet has the meaning specified in SECTION 3.3(d).

Final Closing Date Balance Sheet means (A) if the Stockholders’ Representative fails to deliver an Objection Notice and a Description of Variances within the 45-day period set forth in Section 1.7(g), the Closing Date Balance Sheet as prepared by Parent, and (B) if the Stockholders’ Representative delivers an Objection Notice within the 45-day period set forth in Section 1.7(g), the definitive Closing Date Balance Sheet agreed to by the Stockholders’ Representative and Parent in accordance with Section 1.7(g) or the definitive Closing Date Balance Sheet resulting from the determination made by the Neutral Auditor in accordance with this Section 1.7(h)) (which shall reflect those items theretofore agreed to by the Stockholders’ Representative and Parent during the Resolution Period or otherwise in accordance with Section 1.7(g)).