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 Companies and (v) the Australasia Region 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 Final Closing Financial Statements shall be prepared in accordance with this Agreement and GAAP.

• 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.

• The Company has no obligations or liabilities with respect to customer deposits or advances for work not yet performed or for rebates or refunds due to the Company's customers which will not be reflected in the Final Closing Financial Statements.

• 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 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.

• The accounts receivable due or accruing due to the Corporation as reflected in the Final Closing Financial Statements will have arisen from bona fide transactions in the Ordinary Course and will be good and collectible at the full face value thereof, without discount, rebate, set-off or counterclaim, except for proper and sufficient allowances for doubtful accounts provided for on the Final Closing Financial Statements or as otherwise disclosed in Section 4.1(cc) of the Disclosure Schedule.

• 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 reflect the results of the physical inventory at the Facilities located in Dallas, Texas and New Rochelle, New York, and the perpetual inventory used for the Cheyenne, Wyoming Facility.

• If no such notice is sent within such 30-day period, then the initial calculation of the Purchase Price Adjustment shall constitute the "Final Purchase Price Adjustment" and the Closing Financial Statements delivered to Parent shall be the "Final Closing Financial Statements".

• 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.

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.