Final Closing Financial Statements definition

Final Closing Financial Statements shall have the meaning set forth in Section 2.3.

Final Closing Financial Statements means 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 Asia Region Companies and (v) the Companies, respectively, including their respective direct and indirect Subsidiaries, based on the applicable Final Closing Balance Sheets.

Final Closing Financial Statements has the meaning given such term in Section 1.5(a).

Examples of Final Closing Financial Statements in a sentence

• The Inventory shown on the Financial Statements consists of, and the Inventory as reflected in the Final Closing Financial Statements will consist of, items of a quality and quantity usable or saleable in the Ordinary Course.

• The Final Closing Financial Statements shall be prepared in accordance with this Agreement and GAAP.

• Buyer shall within thirty (30) days following receipt of the Final Closing Financial Statements and the Final Closing Statement of Net Working Capital, notify Sellers’ Representative as to Buyer’s specific objection or objections.

• PUBLIC PRIVATE PARTNERSHIPS Public Private Partnerships (PPP) are recognised as the quintessential vehicle to implement and deliver urban regeneration (Beatty, 2000; Berry et al., 1993; Wilson and Charlton, 1997).

• Notwithstanding any other provision of this Agreement to the contrary, the parties' agreement on or determination of the Final Closing Financial Statements shall not affect (i) each party's rights under Article 9, including rights relating to any breach of any of the representations and warranties set forth in Articles 5 and 6 or (ii) the content of such representations and warranties.

• The BCG Shareholders and Parent hereby agree that the results of such independent accounting firm shall be conclusive and binding on each of them and the Closing Financial Statements and Purchase Price Adjustment as approved by such firm shall constitute the "Final Closing Financial Statements" and the "Final Purchase Price Adjustment".

• The Holdback shall have a term of the longer of six (6) months or the agreement on Final Closing Financial Statements or the delivery of Accountant's Financial Statements, as applicable.

• All receivables shown in the Final Closing Financial Statements will represent valid and existing accounts receivable of the Company and are collectible in full within ninety (90) days following the Closing.

• Within three (3) Business Days of determination of the Final Closing Financial Statements, if the Final Adjusted EBITDA is less than Nine Million Five Hundred Dollars ($9,500,000), Sellers shall pay to Buyer by wire transfer of immediately available funds to an account designated by Buyer an amount equal to (i) 9.66, multiplied by (ii) such difference.

• The Final Closing Financial Statements shall be prepared in accordance with GAAP, applied on a basis consistent with the methodology used in prior periods and shall fairly present the financial condition of the Company, and shall be prepared using the results of the Closing Inventory (as defined in Schedule 2.3) to determine the value of the Inventory.

More Definitions of Final Closing Financial Statements

Final Closing Financial Statements means the definitive Closing Financial Statements agreed to by the Seller and the Purchaser in accordance with Section 4 above and resulting from the determinations made in accordance with this Section 5, if any.