Proposed Final Balance Sheet definition
Examples of Proposed Final Balance Sheet in a sentence
The Accounting Firm shall be instructed in writing by the Buyer and Seller’s Representative that the Accounting Firm must accept the Proposed Final Balance Sheet and Proposed Final Closing Statement except to the extent that any item was not calculated in accordance with paragraph (c) above (including the definition of Net Working Capital and the Net Working Capital Calculation Schedule) or reflects mathematical errors.
In reviewing the Proposed Final Balance Sheet, Sempra Energy shall be entitled to reasonable access to all relevant books, records and personnel of the SET Companies and its Representatives to the extent Sempra Energy reasonably requests such information and reasonable access to complete its review of the Proposed Final Balance Sheet.
If shareholders' equity in the Proposed Final Balance Sheet exceeds the shareholders' equity figure in the Preliminary Closing Balance Sheet, then, subject to Buyer's right to dispute the numbers in the Proposed Final Balance Sheet pursuant to Subsection (c) below, Buyer shall deliver to ▇▇▇▇▇ that number of shares of Parent Class A Common Stock equal to such increase (assuming a per share value of $2.
In the event the Shareholder Representatives dispute the Proposed Final Balance Sheet, the Shareholder Representatives shall notify Acquiror within 15 business days of the receipt of the Proposed Final Balance Sheet and the Shareholder Representatives and Acquiror shall attempt to resolve such dispute.
If Sempra Energy fails to deliver a Sempra Energy Notice of Objection in accordance with this Section 2.6(b), the Proposed Final Balance Sheet, together with RBS’ calculation of the Proposed Final Book Value and the Proposed Final Intercompany Debt reflected thereon, shall be conclusive and binding on the Parties and they shall become the “Final Balance Sheet”, the “Final Book Value” and the “Final Intercompany Debt” (and the Final Book Value and Final Intercompany Debt, collectively, the “Final Amount”).
Within forty-five (45) days after the Closing Date, the Stockholders, Precept and the Surviving Corporation shall mutually agree upon a proposed final balance sheet of the Company (the "Proposed Final Balance Sheet"), dated as of the Closing Date, based on the actual results of the Company through the Closing Date and prepared on a basis consistent with past practice.
In reviewing the Proposed Final Balance Sheet, Investor shall be entitled to reasonable access to all relevant books, records and personnel of the LLCs, the CTG Companies and their respective Representatives to the extent Investor reasonably requests such information and reasonable access to complete its review of the Proposed Final Balance Sheet.
Sellers' independent accountants, KPMG Marwick, LLP, shall be given a reasonable opportunity to review the Proposed Final Balance Sheet in draft form before it is finalized (including all work papers of Buyer's financial department, Deloitte & Touche, LLP and related actuarial assumptions and calculations).
Any Bonus Payments, Retention Bonus Payments and Transaction Expenses not paid prior to the Closing Date shall be included in the Proposed Final Balance Sheet.
If shareholders' equity in the Proposed Final Balance Sheet is less than the shareholders' equity figure in the Preliminary Closing Balance Sheet, then, subject to the Stockholders's right to dispute the proposed Final Balance Sheet pursuant to Subsection (c) below, the Merger Consideration shall be reduced by such amount and Precept shall have the right to cancel that number of Holdback Shares equal to such decrease (assuming a per share value of $2.622).