Proposed Closing Balance Sheet definition
Proposed Closing Balance Sheet has the meaning set forth in Section 2.4(d).
Proposed Closing Balance Sheet shall have the meaning set forth in Section 2.5(b)(i).
Proposed Closing Balance Sheet has the meaning set forth in Section 1.8(c).
Examples of Proposed Closing Balance Sheet in a sentence
The Proposed Closing Balance Sheet shall include all of the balance sheet line items included in the Estimated Closing Balance Sheet.
Proposed Closing Balance Sheet" shall have the meaning set forth in Section 2.4.
As soon as practicable thereafter, but in no event later than ninety (90) days following the Closing Date, Buyer's Accountants shall deliver an audited balance sheet to the Seller containing a statement of the Closing Net Assets, determined according to the principles set forth in this Agreement (hereinafter the "Proposed Closing Balance Sheet").
Buyer and Sellers shall use best efforts to resolve any disagreements concerning the Proposed Closing Balance Sheet.
If Buyer and Sellers mutually agree upon the Proposed Closing Balance Sheet after Sellers’ receipt of a notice of disagreement from Buyer, such agreement shall be binding upon the parties to this Agreement.
More Definitions of Proposed Closing Balance Sheet
Proposed Closing Balance Sheet means a balance sheet of the Company, prepared by the Purchaser in accordance with GAAP and containing a statement of the Net Working Capital, determined as of the Effective Time.
Proposed Closing Balance Sheet as defined in Section 1.3(c)(i).
Proposed Closing Balance Sheet means an unaudited balance sheet of the Company dated as of the Closing and prepared in accordance with GAAP and the sample balance sheet attached hereto as Schedule 2.07(a).
Proposed Closing Balance Sheet shall have the meaning set forth in Section 1.7 of the Agreement.
Proposed Closing Balance Sheet. Section 2.2(a) “Reduction Amount” Section 2.2(b)(i) “Reorganization Activities” Recitals “Requesting Party” Section 7.7 “SEC” Section 5.5 “Second Anniversary Date” Section 12.7(f) “Section 338(h)(10) Election” Section 13.1 “Securities Act” Section 4.2(c) “Seller” and “Sellers” Preamble “Set-off Rights” Section 12.7(f) “Shares” Recitals “SP” Preamble “SP Disclosure Schedule” Section 4 “SPF” Recitals “SPF Shares” Section 4.2(a) “SP Options” Section 8.3(d) “SP Rochester” Recitals
Proposed Closing Balance Sheet. Section 2.4.(b)(i) ------------------------------ "Purchase Price" - Section 2.1 -------------- "Real Property" - Section 3.12.(c) ------------- "Recent Balance Sheet" - Section 3.4 -------------------- "S-F Holding Financials" - Section 3.22.(a) ---------------------- "Settlement Date" - Section 2.3 --------------- "Shares" - Section 1 ------ "Shareholders' Accountants" - Section 2.4.(b)(ii) ------------------------- "Taxes" - Section 3.5.(a) ----- "Third Accounting Firm" - Section 2.4.(b)(iii) --------------------- Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number.
Proposed Closing Balance Sheet setting forth the calculation of Net Working Capital as of the Effective Time (the “Proposed Closing Net Working Capital”) as derived therefrom. Promptly upon furnishing the Proposed Closing Balance Sheet, (i) if the Proposed Net Closing Working Capital is less than the Pre-Closing Estimated Net Working Capital, but more than the Seller Amount, the Parties shall jointly instruct the Escrow Agent to draw upon Buyer’s Escrow Letter of Credit on January 2, 2014 an amount which, when added to the Seller Amount, will equal the Proposed Closing Net Working Capital and pay from the Escrow Account the proceeds thereof on or before January 6, 2014 to an account designated by Sellers; (ii) if the Proposed Closing Net Working Capital is greater than the Pre-Closing Estimated Net Working Capital, the Parties shall jointly instruct the Escrow Agent to draw down the complete Escrow Amount from Buyer’s Escrow Letter of Credit on January 2, 2014 and pay from the Escrow Account the proceeds thereof on or before January 6, 2014 to an account designated by Sellers (in either clause (i) or (ii) immediately preceding, the amount paid from the Escrow Account is the “Supplemental Amount”); or (iii) if the Proposed Closing Net Working Capital is both less than the Pre-Closing Estimated Net Working Capital and less than the Seller Amount, no draw shall be made upon Buyer’s Escrow Letter of Credit and no payment from the Escrow Account shall be made other than in accordance with Section 3(g) below.