Proposed Final Closing Balance Sheet definition

Proposed Final Closing Balance Sheet as defined in Section 2.7(a).
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Proposed Final Closing Balance Sheet has the meaning set forth in Section 2.4(b).
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Proposed Final Closing Balance Sheet shall have the meaning specified in Section 3.2(c) of the Agreement.
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Examples of Proposed Final Closing Balance Sheet in a sentence

  • The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties.

  • The Proposed Final Closing Balance Sheet and Post-Closing Statement will be prepared in accordance with the Accounting Principles and without giving effect to any changes resulting from the consummation of the Contemplated Transactions on the Closing Date.

  • The Notice of Disagreement shall describe in reasonable detail the nature of any disagreements the Securityholder Representative may have with the calculations set forth in the Proposed Final Closing Balance Sheet and the Post-Closing Statement and shall identify the specific items as to which the Securityholder Representative disagrees.

  • The Proposed Final Closing Balance Sheet, the Post-Closing Statement, the Adjustable Amounts and the resulting Closing Cash Consideration shall become final and binding at the end of the Notice Period, unless prior to the end of such period, the Securityholder Representative delivers to Parent written notice of its disagreement (a “Notice of Disagreement”).

  • The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the Parties.

  • The Proposed Final Closing Balance Sheet and the determination of Net Working Capital reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Principles.

  • The Securityholder Representative shall be deemed to have agreed with all items and amounts in the Proposed Final Closing Balance Sheet and the Post-Closing Statement not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review under this Section 2.08.

  • The Seller and Seller's accountants shall have the right to consult during reasonable business hours with appropriate personnel of Purchaser and Purchaser's accountants and have access to, and review and make copies of, the work papers of Purchaser and Purchaser's accountants with respect to the preparation of the Proposed Final Closing Balance Sheet.

  • As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the Parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.17(e), are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement”, respectively.

  • The Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement (and the proposed final determinations of the Closing Debt Amount, the Adjusted Closing Cash Amount and Adjusted Working Capital reflected thereon) will be final, conclusive and binding on the parties unless Seller provides a written notice (a “Dispute Notice”) to Parent no later than thirty (30) calendar days after the delivery to Seller of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement.


More Definitions of Proposed Final Closing Balance Sheet

Proposed Final Closing Balance Sheet is defined in Section 1.5(c). “Proposed Final Closing Statement” is defined in Section 1.5(c). “Publicly Available Software” means each of (i) any Software that contains, or is derived in any manner (in whole or in part) from, any Software that is distributed as free Software, open source Software, copyleft Software, or community Software (e.g., under any license that is, or is substantially similar to, a license now or in the future approved by the Open Source Initiative, including the GNU Affero General Public License, GNU General Public License, GNU Lesser General Public License, BSD License, Apache Software License, MIT License), or pursuant to similar licensing and/or distribution models; and (ii) any Software that requires the Company as a condition of use, modification, hosting and/or distribution of such Software used or developed
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Proposed Final Closing Balance Sheet means a Closing Date Balance Sheet for the COMPANY prepared by ITP in accordance with Section 3.4.
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Proposed Final Closing Balance Sheet together with a written statement setting forth in reasonable detail its proposed final determination of the Closing Debt Amount, the Locked Box Amount, the Seller Transaction Expenses and Net Working Capital (the “Proposed Final Closing Statement”). The Proposed Final Closing Balance Sheet and the determination of Net Working Capital reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Principles and without giving effect to any changes resulting from the consummation of the Contemplated Transactions. The proposed final Closing Debt Amount and Seller Transaction Expenses shall be consistent with and supported by payoff letters and related written invoices obtained in connection with Closing. The Stockholders’ Committee and its Representatives shall have reasonable access to the work papers and other books and records of the Company and its Subsidiaries for purposes of assisting the Stockholders’ Committee and its Representatives in their review of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement.
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Proposed Final Closing Balance Sheet means a Closing Date Balance Sheet for the COMPANY prepared by ITP in accordance with Section 3.3.
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Related to Proposed Final Closing Balance Sheet

  • 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).

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

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

  • Estimated Closing Date Balance Sheet shall have the meaning set forth in Section 2.3(a) hereof.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • Final Closing Cash shall have the meaning set forth in Section 2.11(g).

  • Final Closing Statement has the meaning set forth in Section 2.4(a).

  • Closing Date Balance Sheet has the meaning specified in Section 2.3(b).

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(b).

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.4(a).

  • Original Closing Date means the "Closing Date" as defined in the Existing Credit Agreement.

  • Second Closing Date means the date of the Second Closing.

  • Final Closing means the last closing under the Private Placement;

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Subsequent Closing Date means, with respect to each Subsequent Closing, the date on which such Subsequent Closing is deemed to have occurred.

  • First Closing Date shall refer to the time and date of delivery of certificates for the Firm Shares and such Optional Shares). Any such time and date of delivery, if subsequent to the First Closing Date, is called an “Option Closing Date,” shall be determined by the Representatives and shall not be earlier than three or later than five full business days after delivery of such notice of exercise. If any Optional Shares are to be purchased, each Underwriter agrees, severally and not jointly, to purchase the number of Optional Shares (subject to such adjustments to eliminate fractional shares as the Representatives may determine) that bears the same proportion to the total number of Optional Shares to be purchased as the number of Firm Shares set forth on Schedule A opposite the name of such Underwriter bears to the total number of Firm Shares. The Representatives may cancel the option at any time prior to its expiration by giving written notice of such cancellation to the Company.

  • Unaudited Interim Balance Sheet shall have the meaning specified in Section 4.4(a)(ii) of the Agreement.

  • Final Closing Net Working Capital has the meaning set forth in Section 2.6(c).

  • Initial Closing Date shall have the meaning assigned to such term in Section 1.2 hereof.

  • Estimated Closing Cash has the meaning set forth in Section 2.4(a).

  • 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.

  • Put Closing Date shall have the meaning set forth in Section 2.3.8.

  • Additional Closing Date has the meaning set forth in Section 3.

  • Scheduled Closing Date Has the meaning specified in the Note Purchase Agreement.