Parent Closing Balance Sheet definition

Parent Closing Balance Sheet means an unaudited consolidated balance sheet of Parent and its Subsidiaries as of the Closing Date prepared in accordance with GAAP in the same manner GAAP was used in the preparation of Parent’s December 31, 2008 audited balance sheet and December 31, 2009 audited balance sheet (to the extent available) as if such Parent Closing Balance Sheet were prepared and audited as of a fiscal year end, and audited by Deloitte & Touche LLP.
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Parent Closing Balance Sheet has the meaning set forth in Section 1.10(a) of this Agreement.
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Parent Closing Balance Sheet means the unaudited consolidated balance sheet of the Parent Companies as of the Closing Date, and delivered to Stockholder at least three (3) business days prior to the Closing Date, prepared in accordance with GAAP by the Parent.
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Examples of Parent Closing Balance Sheet in a sentence

  • If Parent does not deliver the Parent Closing Balance Sheet and Parent Working Capital Statement in accordance with Section 2.17(c) within sixty (60) days after the Closing, or if during such 60-day period Parent delivers to the Representative written notice that Parent accepts the Estimated Working Capital Surplus or Estimated Working Capital Deficit, as applicable, then such amounts shall be considered final, conclusive and binding.

  • If the Representative does not deliver to the Parent a Working Capital Objection Statement by the end of the Working Capital Objection Period, or if during the Working Capital Objection Period the Representative delivers to the Parent written notice that the Representative accepts the Parent Working Capital Determination, then the Parent Closing Balance Sheet and Parent Working Capital Statement and the Parent Working Capital Determination shall be considered final, conclusive and binding.

  • If the Securityholders’ Agent disputes the calculation of the Net Working Capital Amount or the Closing Net Indebtedness Amount set forth in the Parent Closing Balance Sheet or the Parent Closing Date Schedule, then the Securityholders’ Agent shall deliver a written notice (a “Dispute Notice”) to Parent at any time during the thirty (30) day period commencing upon receipt by the Securityholders’ Agent of the Parent Closing Balance Sheet and the Parent Closing Date Schedule (the “Review Period”).

  • The Closing Date Working Capital as finally determined by (A) failure of Parent to deliver a Parent Closing Balance Sheet and Parent Working Capital Statement, or (B) failure of the Representative to deliver a Working Capital Objection Statement, or (C) agreement 30 of the Representative and Parent (including pursuant to a notice by the Representative that the Parent Working Capital Statement is acceptable), or (D) the Neutral Auditor, shall be the “Final Working Capital”.

  • The Parent Closing Balance Sheet and the calculation of Parent Working Capital and Parent Total Other Liabilities shall be prepared in accordance with the same accounting principles, methods of computing estimates and otherwise on a consistent basis with those used in preparing the financial statements contained in the Parent SEC Reports (as defined in Section 4.05) and shall contain the same line items as contained in such financial statements.

  • The Parent Closing Balance Sheet shall be prepared in accordance with GAAP (subject to normal and recurring year-end adjustments) and on a basis consistent with and using the same principles, practices and policies as those used in the preparation of and substantially in the form of the Company Financial Statements.

  • The Parent Closing Balance Sheet shall be accompanied by a statement (the “Parent Working Capital Statement”), certified by the Chief Financial Officer of Parent, setting forth Parent’s calculation of the Closing Date Working Capital, including each respective component thereof (the “Parent Working Capital Determination”).

  • The Expert Calculations shall reflect in detail the differences, if any, between the Net Working Capital Amount and the Closing Net Indebtedness Amount, as applicable, reflected therein and the Net Working Capital Amount and the Closing Net Indebtedness Amount, as applicable, set forth in the Parent Closing Balance Sheet and Parent Closing Date Schedule.

  • The Closing Date Working Capital as finally determined by (A) failure of Parent to deliver a Parent Closing Balance Sheet and Parent Working Capital Statement, or (B) failure of the Representative to deliver a Working Capital Objection Statement, or (C) agreement of the Representative and Parent (including pursuant to a notice by the Representative that the Parent Working Capital Statement is acceptable), or (D) the Neutral Auditor, shall be the “Final Working Capital”.

  • If the Securityholders’ Agent disputes the calculation of one or more of the Closing Adjustments set forth in the Parent Closing Balance Sheet or the Parent Closing Date Schedule, then the Securityholders’ Agent shall deliver a written notice (a “Dispute Notice”) to the Surviving Corporation at any time during the thirty (30) day period commencing upon receipt by the Securityholders’ Agent of the Parent Closing Balance Sheet and the Parent Closing Date Schedule (the “Review Period”).


More Definitions of Parent Closing Balance Sheet

Parent Closing Balance Sheet shall have the meaning set forth in Section 3.10(a) below.
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Parent Closing Balance Sheet has the meaning set forth in Section 2.9(b).
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Related to Parent Closing Balance Sheet

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

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

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

  • Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.

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

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

  • Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

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

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • 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.

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

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • Second Closing Date means the date of the Second Closing.

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

  • Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Final Closing Indebtedness means the aggregate amount of Closing Indebtedness set forth in the Final Closing Statement.

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

  • Closing Cash Payment has the meaning set forth in Section 2.06(a).