The Buyer shall pay on the Closing Date, in the manner specified below, an amount equal to the Adjusted Net Book Value as of the Preliminary Closing Balance Sheet Date, MINUS $12,500,000 (the "PRELIMINARY PURCHASE PRICE").
Preliminary Closing Balance Sheet has the meaning set forth in Section 2.2(b) below.
Interim Balance Sheet Date has the meaning set forth in Section 3.06.
Company Balance Sheet Date means December 31, 2016.
Balance Sheet Date has the meaning set forth in Section 3.06.
Latest Balance Sheet Date has the meaning set forth in Section 3.10.
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).
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
Reference Balance Sheet Date is defined in Section 3.5.
Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.
Parent Balance Sheet Date shall have the meaning assigned to it in Section 5.13 hereof.
Closing Date Balance Sheet has the meaning specified in Section 2.7.
Current Balance Sheet Date means September 30, 1996.
Most Recent Balance Sheet Date has the meaning set forth in Section 3.6(a).
Statement Date means each date designated as such in the Series Term 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.
Unaudited Interim Balance Sheet shall have the meaning specified in Section 2.4(a)(iii) of the Agreement.
Anticipated Closing Date means the anticipated closing date of any proposed Qualified Sale Transaction, as determined in good faith by the Board of Directors on the Applicable Date.
Preliminary Closing Statement shall have the meaning set forth in Section 2.3(a).
SEC Off-Balance Sheet Rules means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).
Unaudited Balance Sheet has the meaning set forth in Section 3.4(a)(ii).
Closing Financial Statements has the meaning set forth in Section 6.22.
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:
Estimated Closing Date Net Working Capital has the meaning set forth in Section 2.3(a)(i).
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.