Proposed Final Balance Sheet definition

Proposed Final Balance Sheet has the meaning given to such term in Section 2.5(a).
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Proposed Final Balance Sheet is defined in Section 2.2(b).
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Proposed Final Balance Sheet prepared in accordance with GAAP. Acquiror shall also give reasonable access to the Shareholder Representatives and their financial consultants, upon reasonable notice, to review the work papers and calculations used in the preparation of the Proposed Final Balance Sheet. 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 the parties do not resolve such dispute within 15 business days after the Shareholder Representatives’ receipt of the Proposed Final Balance Sheet from Acquiror, then Acquiror and the Shareholder Representatives shall engage PricewaterhouseCoopers (the “Neutral Auditor”) to resolve such dispute. The Neutral Auditor shall review the Proposed Final Balance Sheet and, within 20 business days of its appointment, shall make any adjustments necessary thereto, and, upon completion of such review, such Proposed Final Balance Sheet, as adjusted, shall be final and binding on Acquiror, the Shareholder Representatives, the Merger Consideration Recipients and the Option Holders. The Non-Prevailing Party shall pay all costs and fees of the audit of the Neutral Auditor and the attorney fees and other costs of the prevailing party in connection with such dispute. The balance sheet resulting from the Shareholder Representatives’ failure to dispute the Proposed Final Balance Sheet within the period set forth in this Section 3.5 or from mutual agreement of Acquiror and the Shareholder Representatives or from the audit of the Neutral Auditor, as the case may be, shall be final and binding on all parties hereto and shall be the “Final Balance Sheet.” The Final Balance Sheet shall not contain any cash or cash equivalents or tax liabilities, each measured as of the Closing Date, attributable to the receipt of proceeds of the sale of the Health Extras Warrants by the Company or the resolution or settlement of the Merck/Medco Claims or any accruals or prepaid balances that arise from, or are related to, the transactions contemplated by this Agreement, such as severance pay for executives or other employees to be terminated, payments to financial consultants, advisors, attorneys or others engaged to assist in these transactions or any adjustments to recorded assets and liabilities for the purpose of adjusting th...
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Examples of Proposed Final Balance Sheet in a sentence

  • 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 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”).

  • 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 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.

  • 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.

  • 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 Xxxxx that number of shares of Parent Class A Common Stock equal to such increase (assuming a per share value of $2.

  • Depending on the severity of the incident the participant maybe terminated from the program.

  • The Accounting Firm shall be instructed in writing by the Parent and the Securityholders’ Representative that the Accounting Firm must accept the Proposed Final Balance Sheet and Proposed Final Closing Statement except to the extent that any item is not calculated in accordance with paragraph (c) above or reflects mathematical errors.

  • If the Proposed Final Balance Sheet is not accepted or deemed accepted, Seller and Purchaser shall in good faith negotiate to finalize the balance sheet of the Company through the Closing Date on or before December 1, 2007.

  • 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.


More Definitions of Proposed Final Balance Sheet

Proposed Final Balance Sheet shall have the meaning set forth in Section 2.3.
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Related to Proposed Final Balance Sheet

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

  • 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.

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

  • 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.

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

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

  • 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).

  • Unaudited Balance Sheet has the meaning set forth in Section 3.4(a)(ii).

  • 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.

  • Latest Balance Sheet has the meaning set forth in Section 3.4(a).

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

  • Additional Balance as to any Mortgage Loan means the aggregate amount of all additional borrowings by the mortgagor under the relevant Credit Line Agreement after the Cut-off Date for the Mortgage Loan.

  • Principal Balance Schedules Not applicable.

  • Reference Balance Sheet shall have the meaning assigned to it in Section 4.3.

  • Principal Balance Certificate Any of the Class A-1, Class A-2, Class A-3, Class X-0, Xxxxx X-0, Class A-SB, Class A-S, Class B, Class C, Class D, Class E, Class F, Class G and Class PEX Certificates.

  • Annual Balanced Budget means that, in each Funding Year of the term of this Agreement, the total revenues of the HSP are greater than or equal to the total expenses, from all sources, of the HSP;

  • Initial Class Principal Balance As set forth in the Preliminary Statement.

  • relevant balance sheet means the latest published audited consolidated balance sheet of the Group, but where the Company has no subsidiaries it means the balance sheet and profit and loss account of the Company and, where the Company has subsidiaries but there are no consolidated accounts of the Group, it means the respective balance sheets and profit and loss accounts of the companies comprising the Group;

  • Original Balance means, with respect to any Receivable coming into existence after the Initial Cutoff Date, the Outstanding Balance of such Receivable on the date it was created.

  • Certificate Notional Balance With respect to each Certificate of Class X and any date of determination, the product of (i) the Class Certificate Notional Balance of such Class and (ii) the applicable Percentage Interest of such Certificate.

  • Maximum VFN Principal Balance For any VFN Class, the amount specified in the related Indenture Supplement.

  • Note A-2-1 Principal Balance means, with respect to the Mortgage Loan, at any time of determination, the Initial Note A-2-1 Principal Balance set forth on the Mortgage Loan Schedule, less any payments of principal thereon received by the Note A-2-1 Holder or reductions in such amount pursuant to Section 3 or 4, as applicable.