Pro Forma Closing Date Balance Sheet definition

Pro Forma Closing Date Balance Sheet means a balance sheet of the Borrower as of the Agreement Date to give effect to the transactions contemplated by the Transaction Documents and the Equity Documents.
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Pro Forma Closing Date Balance Sheet means a pro forma ------------------------------------- --- ----- balance sheet of the Company and its Subsidiaries, prepared as of the end of the most recent month prior to the Closing Date for which financial statements are available by a Responsible Officer of the Company), giving effect to the Transaction and the making of the Term Loans and initial Revolving Loan hereunder, and certified by such Responsible Officer that such pro forma balance --- ----- sheet was prepared in good faith, represents the Company's best estimate of the informa tion set forth therein and is based upon assumptions believed to be reasonable on the Closing Date and all relevant information available to the Company on the Closing Date.
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Pro Forma Closing Date Balance Sheet means the pro forma Closing Date Balance Sheet attached hereto as Exhibit 3.3, which has been prepared on a basis consistent with the Recent Date Balance Sheet, except as described in Section 3.3(f), and except that the amount of the working capital shall be zero.
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Examples of Pro Forma Closing Date Balance Sheet in a sentence

  • The Final Closing Balance Sheet will be reasonably acceptable to Parent and shall be prepared by Company on a basis consistent with the Financial Statements and the Pro Forma Closing Date Balance Sheet.

  • Seller shall have executed and delivered a Release, in the form attached hereto as Exhibit C, in favor of the Company, releasing the Company of all intercompany liabilities reflected on the Pro Forma Closing Date Balance Sheet, including any and all Net Advances.

  • There has been furnished to each of the Lenders (a) the Pro Forma Closing Date Balance Sheet of the Holding Company and its Subsidiaries and (b) for the period then ended, a pro forma statement of income and statement of cash flow of the Holding Company and its Subsidiaries, each certified as true and correct by the Borrower (collectively, the "MANAGEMENT STATEMENTS").

  • The "Pro Forma Closing Date Balance Sheet" shall mean the Pro Forma Closing Date Balance Sheet together with any revisions thereto pursuant to this section.

  • Buyer will revise the Pro Forma Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this section.

  • Such Closing Date Balance Sheet shall be prepared, except as this Agreement provides otherwise, in accordance with GAAP (as in effect as of the date of this Agreement) applied on a basis consistent with that used in, and presented on the same basis as, the Pro Forma Closing Date Balance Sheet attached hereto as Exhibit 3.3, except that the working capital for the Closing Date Balance Sheet shall be determined in accordance with GAAP (as may be adjusted in connection with Section 3.3(f)).

  • The Agent shall be satisfied that there has been no adverse change in the financial condition, assets or business operations of the Holding Company and its Subsidiaries since the Balance Sheet Date and the Borrower shall have delivered to the Agent the Pro Forma Closing Date Balance Sheet of the Holding Company and its Subsidiaries.


More Definitions of Pro Forma Closing Date Balance Sheet

Pro Forma Closing Date Balance Sheet means the PRO FORMA balance sheet of the Company and its Subsidiaries, as provided in the Prospectus dated November 10, 1997, prepared by a Responsible Officer of Cali, giving effect to the transactions thereunder, and certified by such Responsible Officer that such PRO FORMA balance sheet was prepared in good faith, represents the Company's best estimate of the information set forth therein, is based upon reasonable assumptions and all relevant information available to Cali, and such balance sheet has not changed except for the Loan.
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Pro Forma Closing Date Balance Sheet means the pro forma or specimen balance sheet for the Business which is attached hereto as Exhibit "
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Pro Forma Closing Date Balance Sheet as defined in Section 2.3.
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Pro Forma Closing Date Balance Sheet means the Pro Forma Closing Date Balance Sheet together with any revisions thereto pursuant to this section.
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Pro Forma Closing Date Balance Sheet means the projected pro forma unaudited balance sheet of the Obligors dated February 4, 2000, reflecting the assets, liabilities and stockholders' equity of the Obligors as of February 4, 2000, adjusted to reflect the effect of the making of the initial Loans hereunder and the use of the proceeds thereof and the consummation of the Related Transactions, including the payment of related costs and expenses and including such reasonable estimates as are permitted or required by GAAP, all as if the date of Closing were February 4, 2000.
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Related to Pro Forma Closing 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.

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

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.

  • 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.

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

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

  • Required Pro Forma Note Balance means, with respect to any Distribution Date, a dollar amount equal to (x) the Pool Balance as of the end of the prior calendar month minus (y) the excess of (i) 14.75% of the Pool Balance as of the end of the prior calendar month over (ii) the Specified Reserve Balance.

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • Pro Forma Disposal Adjustment means, for any Test Period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent Test Period prior to its disposal.

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

  • Pro Forma Event has the meaning set forth in the definition of “pro forma basis.”

  • 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.

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

  • 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.

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

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

  • Pro Forma means producing a balance sheet that reflects a reasonably accurate financial statement of the Failed bank through the date of closing. The pro forma financial statements serve as a basis for the opening entries of both the Assuming Institution and the Receiver.

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Closing Date Net Working Capital shall have the meaning set forth in Section 2.03(c).

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

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.