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Locked Box Balance Sheet definition

Locked Box Balance Sheet means the unaudited balance sheet of the Group as at the Locked Box Date in the Agreed Form;
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Locked Box Balance Sheet has the meaning set forth in Section 3.06.
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Locked Box Balance Sheet means the unaudited consolidated balance sheet of the Rome Group Members (other than the Transferred Indian Entity) prepared as of the Locked Box Date.
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Examples of Locked Box Balance Sheet in a sentence

  • The reserve for bad debts shown on the Locked Box Balance Sheet or, with respect to accounts receivable arising after the Locked Box Date, on the accounting records of an ACFP Company, have been determined in accordance with GAAP and past practices, consistently applied, subject to normal year-end adjustments and the absence of disclosures normally made in footnotes.

  • Each Set of Shares shall be sold with all rights attaching to them at Closing including the right to receive all distributions and dividends declared, paid or made in respect of the relevant Shares after the Locked Box Balance Sheet Date.

  • The Closing Balance Sheet shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Locked Box Balance Sheet.

  • Undertaking 6.1 Other than any Permitted Leakage, the Seller undertakes to the Purchaser that during the period from the Locked Box Balance Sheet Date to and including the Closing Date neither it nor any of its Affiliates has received or will receive, has agreed to receive or will agree to receive, or has the right to receive or will have the right to receive, any Leakage or Benefit from any Target Company.

  • No Group Company has any Liabilities other than (A) those set forth or adequately provided for in the Locked Box Balance Sheet as of the Locked Box Date and (B) those incurred in the conduct of the Group Company’s business since the Locked Box Date in the ordinary course of business consistent with past practice that are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount and do not result from any breach of contract, tort or violation of law.


More Definitions of Locked Box Balance Sheet

Locked Box Balance Sheet means the unaudited balance sheet of the Assessment Business and the unaudited balance sheet of the Education Business as at 31 December 2006;
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Locked Box Balance Sheet means the consolidated unaudited balance sheet of Merger Partner and its Subsidiaries as of the Locked Box Date included in the Merger Partner Financial Statements.
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Locked Box Balance Sheet means the unaudited balance sheet of the Target Business prepared in accordance with IFRS as at 31 December 2006 and in the Agreed Form;
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Related to Locked Box Balance Sheet

  • 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.

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

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of June 30, 2018, as presented in the Information Statement made available to the Record Holders.

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

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

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

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

  • 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).

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

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

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

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

  • Off-Balance Sheet Obligation means, with respect to any Person, any Obligation of such Person under a synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing classified as an operating lease in accordance with GAAP, if such Obligations would give rise to a claim against such Person in a proceeding referred to in Section 6.01(h).

  • Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

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

  • Pro Forma Balance Sheet as defined in Section 4.1(a).

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

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

  • Closing Date Balance Sheet is defined in Section 3.1.

  • Audited Company Balance Sheet means the consolidated balance sheet (and the notes thereto) of the Company and its consolidated Subsidiaries as of December 31, 2021, set forth in the Company’s Annual Report on Form 10-K filed by the Company with the SEC for the fiscal year ended December 31, 2021.

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

  • Reference Balance Sheet shall have the meaning assigned to it in Section 4.3.

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

  • Company Balance Sheet Date means December 31, 2014.

Most Referenced Clauses

Most Referenced Definitions