Purchaser Closing Balance Sheet definition

Purchaser Closing Balance Sheet means the unaudited consolidated balance sheet of the Company prepared in accordance with UK GAAP as at the Closing Balance Sheet Date including, where possible, actual numbers rather than accruals as if such Closing Balance Sheet was a year end balance sheet.
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Purchaser Closing Balance Sheet shall have the meaning set forth in Section 2.6(b).
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Purchaser Closing Balance Sheet means the consolidated balance sheet of the Company prepared in accordance with UK GAAP and subject thereto using the same accounting policies and principles as were adopted in preparing the financial statements of the Company for the year ended 31 January 2006 as of the Closing Date and shall include, without limitation: (i) all accruals as if such Purchaser Closing Balance Sheet was a year end balance sheet; (ii) all outstanding loans, bank facilities, credit facilities lines of credit and similar liabilities in the nature of indebtedness (other than trade creditors); and (iii) to the extent not discharged in full by the Sellers, the amount of all fees and expenses of the Sellers, the Company and/or its Subsidiaries accrued, payable or due to be payable in connection with the transactions contemplated by this Agreement including without limitation, all fees and expenses of any legal advisor, investment banker, broker, finder, accountant, financial adviser, tax advisor or similar party. The Purchaser Closing Balance Sheet will be prepared using the same format as the Closing Balance Sheet.
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Examples of Purchaser Closing Balance Sheet in a sentence

  • Such Sellers Representative shall have fifteen (15) days from receipt of the Purchaser Closing Balance Sheet (“Approval Period”) to approve the Purchaser Closing Balance Sheet.

  • In the event that either the Sellers Representative approves the Purchaser Closing Balance Sheet or no Objection (as defined below) is received from such Sellers Representative within the Approval Period, the Purchaser Closing Balance Sheet shall be deemed to be approved by the Sellers.

  • The Independent Accounting Firm shall resolve only the matters specified in the Notice of Dispute upon which the Shareholder Representative and Purchaser have been unable to agree (including all items on the Purchaser Closing Balance Sheet and Purchaser Closing Working Capital Statement that are affected by the resolution of such disputed matters).

  • In the event that the difference between the Net Asset Value on Closing and the Purchaser Closing Balance Sheet Net Asset Value (the “True Up Amount”) is greater than zero, then the True-Up Amount shall be deducted from the First Installment or in the event the True Up Amount is greater than the First Installment, such True Up Amount shall be paid by the Sellers to the Purchaser on the First Installment Payment Date.

  • With respect to each disputed matter, such determination, if not in accordance with the position of either Purchaser or the Shareholder Representative shall not be in excess of the higher, nor less than the lower, of the amounts advocated by the Shareholder Representative in the Notice of Dispute or Purchaser in the Purchaser Closing Balance Sheet and Purchaser Closing Working Capital Statement with respect to such disputed matters.

  • In the event that the Sellers Representative provides written objection to the Purchaser within the Approval Period setting out in detail the reasons why they do not approve the Purchaser Closing Balance Sheet (“Objection”), the Purchaser and the Sellers Representative shall meet within 7 days of the Purchaser receiving the Objection to resolve any dispute between them.

  • In the event that the Management Sellers Representative approves the Purchaser Closing Balance Sheet or no NAV Notice of Objection (as defined below) is served by the Management Sellers Representative within the Approval Period, the Purchaser Closing Balance Sheet and the NAV Adjustment shall be deemed to be approved by the Sellers and shall be final, conclusive and binding.

  • The Purchaser Closing Balance Sheet (x) shall be prepared in accordance with GAAP (except that the Purchaser Closing Balance Sheet may omit footnotes and other presentation items that may be required by GAAP) applied consistently with respect to the same accounting policies and procedures used to prepare the Financials, and (y) shall fairly and accurately present Purchaser’s good faith best estimate (based on reasonable assumptions) of the balance sheet of the Company as of the Closing Date.

  • Within thirty (30) days after its receipt of the Shareholder Closing Balance Sheet, Purchaser shall provide written notice to Shareholder of its acceptance of the Shareholder Closing Balance Sheet or shall prepare and deliver to Shareholder the Purchaser Closing Balance Sheet together with a detailed explanation of the differences between the Shareholder Closing Balance Sheet and the Purchaser Closing Balance Sheet.

  • To the extent it so chooses, Seller may have its representatives in attendance as observers during the preparation of the Purchaser Closing Balance Sheet, and Purchaser will give Seller adequate notice to allow it to do so.


More Definitions of Purchaser Closing Balance Sheet

Purchaser Closing Balance Sheet means a balance sheet of Dock, prepared by Purchaser and its accountants containing each of the line items in the April 30, 2002 Balance Sheet, which has been prepared in accordance with GAAP, consistently applied, and fairly represents the financial condition, assets, liabilities and shareholder’s equity of Dock as of the Closing Date.
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Related to Purchaser Closing Balance Sheet

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

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

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

  • 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.

  • Closing Date Balance Sheet has the meaning specified in Section 2.7.

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

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

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

  • 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.

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

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

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

  • Second Closing has the meaning set forth in Section 2.2.

  • Closing Cash Amount shall have the meaning set forth in Section 2.8(b).

  • Merger Closing Date the Closing Date (as defined in the Merger Agreement).

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

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

  • Closing Cash means the aggregate amount of all Cash of the Company as of the close of business on the day immediately preceding the Closing Date.

  • 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.

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

  • Estimated Closing Working Capital has the meaning set forth in Section 2.04(a)(ii).

  • Pre-Closing Tax Period means any Tax period ending on or before the Closing Date and that portion of any Straddle Period ending on the Closing Date.

  • Closing Consideration shall have the meaning set forth in Section 2.1(b).

  • First Closing has the meaning set forth in Section 2.1(a).