Measurement Date Balance Sheet definition

Measurement Date Balance Sheet has the meaning set forth in Section 2.1(b)(ii)(B).
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Measurement Date Balance Sheet has the meaning specified in Section ------------------------------ ------- 3.1(b)(ii). ----------
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Measurement Date Balance Sheet means a consolidated balance sheet of the Company derived from the books and records of the Company as of the close of business on the Measurement Date that (x) fairly presents the financial position of the Company as at the close of business on the Measurement Date on a basis consistent with the presentation in the September 30, 2012 Financial Statement, (y) includes line items substantially consistent with those used in the preparation of the September 30, 2012 Financial Statement and (z) is prepared in accordance with the specific accounting policies and procedures used to prepare the September 30, 2012 Financial Statements and GAAP (except to the extent that the specific accounting policies and procedures used to prepare the September 30, 2012 Financial Statements differ from GAAP), except, with respect to each of the foregoing, that the Measurement Date Balance Sheet will include the impact of the payment of Paid Off Indebtedness in connection with the Contemplated Transactions.
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Examples of Measurement Date Balance Sheet in a sentence

  • Parent will make the workpapers and back-up materials used in preparing the Measurement Date Balance Sheet available to Stockholders’Representative and Stockholders’ Representative’s accountants and other representatives at reasonable times and upon reasonable notice during (i) the review by Stockholders’ Representative of the Measurement Date Balance Sheet and (ii) the resolution by Parent and Stockholders’ Representative of any objections to the Measurement Date Balance Sheet.

  • Any such Net Assets Objection Notice shall specify those items or amounts as to which Sellers’ Representative disagrees, and Sellers’ Representative shall be deemed to have agreed with all other items and amounts contained in the Measurement Date Balance Sheet, the Buyer Net Assets Calculation and certificate delivered by Buyer pursuant to Section 2.5(b).

  • The Parties shall cause the Independent Accounting Firm to deliver to Buyer and Sellers’ Representative, as promptly as practicable, and in no event later than forty-five (45) days after submittal of all relevant documents to the Independent Accounting Firm, a report setting forth the Independent Accounting Firm’s adjustments, if any, to the Measurement Date Balance Sheet and any adjustments to the Buyer Net Assets Calculation.

  • During the 30-day period following the receipt of the Measurement Date Balance Sheet, Parent and its independent accounting advisors shall be permitted to review the working papers of Ernst & Young, LLP and have access to the senior management of the Company.

  • As promptly as practicable after the Measurement Date, Buyer shall cause the Measurement Date Balance Sheet to be prepared and will prepare a certificate based on such Measurement Date Balance Sheet setting forth (i) its calculation of Measurement Date Net Assets (the “Buyer Net Assets Calculation”); and (ii) its calculation of the reduction of the Purchase Price, if any, pursuant to this Section 2.5 (the “Adjustment Amount”).

  • This was intended to familiarize subjects with the strategic situation and the computer interface.

  • In making such calculations, the Independent Accounting Firm shall consider only those items or amounts in the Measurement Date Balance Sheet delivered by Buyer, the Buyer Net Assets Calculation as to which Sellers’ Representative has disagreed, and shall prepare its calculations in accordance with the accounting policies and procedures used to prepare the June 30, 2012 Financial Statements, notwithstanding any conflict between such accounting policies and procedures and GAAP.

  • If Sellers’ Representative and Buyer have timely agreed or are deemed to have agreed to the Measurement Date Balance Sheet and the Buyer Net Assets Calculation, then no Net Assets Objection Notice shall be filed and Section 2.5(d) shall not be applicable.

  • The Parties agree that they will, and agree to cause their respective agents and representatives to, cooperate and assist in the preparation of the Measurement Date Balance Sheet and the calculation of Measurement Date Net Assets, and in the conduct of the reviews referred to in this Section 2.5, including, without limitation, the making available to the extent necessary of books, records, work papers and personnel.

  • If within 30 days following delivery of the Measurement Date Balance Sheet, neither the Shareholder Representative nor Parent shall object in writing thereto, then the Actual Adjustment Amount shall be computed using such Measurement Date Balance Sheet.


More Definitions of Measurement Date Balance Sheet

Measurement Date Balance Sheet means the balance sheet of the Company determined in accordance with GAAP, as of the Measurement Date.
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Measurement Date Balance Sheet means the Draft Measurement Date Balance Sheet, together with any revisions thereto pursuant to this Section 2.06(b), including the determination of the Accountant.
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Measurement Date Balance Sheet means the consolidated balance sheet of the Group as at the Measurement Date, which has been reviewed by the Auditors;
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Related to Measurement Date Balance Sheet

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

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

  • Final Balance Sheet has the meaning set forth in Section 2.4(e).

  • 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.

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

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

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

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

  • Measurement Date has the meaning set forth in Section 3.3(a).

  • 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.

  • 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;

  • Reference Balance Sheet Date is defined in Section 3.5.

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

  • Pro Forma Note Balance means, with respect to any Distribution Date, the aggregate remaining principal amount of the Notes outstanding on such Distribution Date, after giving effect to distributions pursuant to clauses (i) through (xviii) of Section 5.7(a) hereof.

  • relevant balance sheet means the latest published audited consolidated balance sheet of the Group, but where the Company has no subsidiaries it means the balance sheet and profit and loss account of the Company and, where the Company has subsidiaries but there are no consolidated accounts of the Group, it means the respective balance sheets and profit and loss accounts of the companies comprising the Group;

  • Latest Balance Sheet Date has the meaning set forth in Section 3.10.

  • Consolidated Cash Balance means, at any time, the aggregate amount of cash and cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or owned by, or credited to, the account of the Borrower and its Subsidiaries (including non-wholly owned Subsidiaries and Permitted J/Vs).

  • Total Consolidated Capitalization means, as of any date of determination with respect to the Borrower, the sum of Total Consolidated Debt and Consolidated Net Worth.

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

  • Scheduled Valuation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date.

  • Consolidated Net Earnings means, for any period, the net income (loss) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

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

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

  • Current Balance Sheet shall have the meaning set forth in Section 2.7.

  • Annual Balanced Budget means that, in each Funding Year of the term of this Agreement, the total revenues of the HSP are greater than or equal to the total expenses, from all sources, of the HSP;

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).