Final Effective Date Balance Sheet definition

Final Effective Date Balance Sheet has the meaning set forth in Section 2.3(c).

Final Effective Date Balance Sheet means the special purpose balance sheet prepared by Buyer dated as of the Effective Date following the Closing and delivered to the Stockholders pursuant to Section 2.03(c) of this Agreement or as subsequently adjusted by the arbitrator pursuant to Section 2.03(d).

Final Effective Date Balance Sheet means an Effective Date Balance Sheet prepared in accordance with Seller's historic practices by Buyer within forty-five (45) days after the Effective Date reflecting Buyer's compilation of the Effective Date Balance Sheet, including detailed support for all of the amounts thereon, a detailed listing by invoice of the accounts receivable and accounts payable set forth thereon, and a calculation of the Final Adjustment Amount to the Estimated Purchase Price, and the details thereof, as finally adjusted or revised, if necessary, by the dispute resolution mechanism set forth in Sections 2.5.3 and 2.5.4.

Examples of Final Effective Date Balance Sheet in a sentence

• Wedges shall be manufactured from the same material, come from the same manufacturer and have the same color as the standard panels.

• Within 90 days of the Closing Date, Buyer shall deliver to the Stockholders: the Final Effective Date Balance Sheet dated as of the Effective Date; a calculation of the Final Effective Date Net Book Value and any adjustment to the Purchase Price required under subsection (b).

• The Closing Date Balance Sheet and the Net Working Capital Statement, (i) if the Company does not give written notice of any dispute within thirty (30) days after receipt thereof; (ii) as modified by the parties upon any mutual resolution of any dispute; or (iii) as finally determined by the Neutral Auditor, as applicable, are hereinafter referred to as the "Final Effective Date Balance Sheet" and the "Final Effective Net Working Capital Statement".

• The parties agree and acknowledge that the preparation of the Final Effective Date Balance Sheet will be completed by individuals designated jointly by Seller and CIBER some of whom may then be employed by CIBER.

• Evacuation planning tasks require coordination with J3 Operations and J4 Logistics for transportation of medical supplies and casualties.

• The Buyer will prepare and deliver to the Seller, as soon as is reasonably practicable, but in any event within forty-five (45) days after the Effective Date, a proposed Final Effective Date Balance Sheet.

• A copy of the Final Effective Date Balance Sheet is attached hereto as Annex 2.

• The Seller shall have thirty (30) days following the delivery of the proposed Final Effective Date Balance Sheet and Buyer's calculation of the Final Adjustment Amount in which to review the Final Effective Date Balance Sheet.

• Except as set forth in Schedule 2.4, the Final Effective Date Balance Sheet shall fairly present the financial position of Seller as of the Effective Date in accordance with generally accepted accounting principles, and shall comply with the representations set forth in the last three sentences of Section 3.4. The "Additional Cash Consideration" shall be an amount equal to (i) $1,000,000 (the "Maximum Additional Cash Consideration") minus (ii) the Net Worth Deficiency.

• The Stockholder's Equity reflected on the Final Effective Date Balance Sheet shall be increased by the amount of any Seller Liabilities (as defined in Section 9.1) reflected on the Final Effective Date Balance Sheet, plus the amount of any reserves for Seller Liabilities (as defined in Section 9.1) in excess of $317,000 which are established in preparation of the Final Effective Date Balance Sheet.

More Definitions of Final Effective Date Balance Sheet

Final Effective Date Balance Sheet is defined in Section 2.8.2. ---------------------------------- -------------

Final Effective Date Balance Sheet shall have the meaning described in Section 2.07(d) of this Agreement.