Seller Closing Balance Sheet definition

Seller Closing Balance Sheet has the meaning set forth in Section 2.7(a).

Seller Closing Balance Sheet has the meaning set forth in Section 1.3(b)(i).

Seller Closing Balance Sheet is defined in Section 1.5.

Examples of Seller Closing Balance Sheet in a sentence

• No later than fifty (50) days after receipt of the Seller Closing Balance Sheet, the Buyers will deliver to the Sellers the Buyers’ calculation of the Net Working Capital as of the Closing Date (the “Closing Statement”).

• Other than the Disputed Items, each Party shall be deemed to have accepted all items and amounts contained in the Seller Closing Balance Sheet or the IDB Buyer Closing Balance Sheet, as applicable, delivered by the other Party pursuant to Section 2.7(a).

• Unless paid prior to the Closing Date, all of the Receivables set forth on the Seller Closing Balance Sheet delivered under the U.S. Asset Purchase Agreement will be current and enforceable (but no representation is hereby made as to their collectibility).

• In case of disagreement, the Seller shall deliver to Buyer within such 30-day period restated Financial Statements of the Purchased Business as of the Closing Date (the "Seller Closing Balance Sheet"), together with a statement setting forth in reasonable detail, the revised net assets.

• Attorney O’Connell requested that Attorney Bruhn send a copy of any correspondence on this matter to Attorney O’Connell.

• Within 30 days after submission of the Seller Closing Balance Sheet to Buyer (the "Dispute Period"), Buyer shall notify the Shareholders whether it disputes the Seller Closing Balance Sheet.

• Such Allocation shall provide that the allocation to the property, plant and equipment shall be consistent with the book value for such assets as shown on the Seller Closing Balance Sheet.

• The Seller Closing Balance Sheet shall present fairly the financial position of the Company as of the Closing Date with appropriate adjustments for all uncollected accounts receivable, and be prepared in accordance with generally accepted accounting principles in a manner consistent with the manner of preparation of the latest balance sheet included in the Audited Financial Statements.

• Unless paid prior to the Closing Date, all of the Receivables set forth on the Seller Closing Balance Sheet delivered under the US Purchase Agreement will be current and enforceable (but no representation is hereby made as to their collectability).

• Seller shall have provided Buyer with the financial statements referred to in Section 7.02(l) hereof, including the Preliminary Seller Closing Balance Sheet and Income Statement.

More Definitions of Seller Closing Balance Sheet

Seller Closing Balance Sheet means a balance sheet for the Business as of the close of business on the day immediately preceding the Closing Date prepared by Seller prior to the Closing that (x) fairly presents the financial position of the Business as at the close of business on the day immediately preceding the Closing Date on a basis consistent with the presentation in the Balance Sheet, (y) includes line items substantially consistent with those used in the preparation of the Balance Sheet and (z) is prepared in accordance with generally accepted accounting principles applied in a manner consistent with the Seller’s audited December 31, 2004 Balance Sheet, except for the omission of footnote disclosure.

Seller Closing Balance Sheet shall have the meaning set forth in Section 5.5(d)(i).

Seller Closing Balance Sheet has the meaning set forth in Section 1.3(b)(i). “Seller Indemnified Party” has the meaning set forth in Section 8.3. “Seller Representative” has the meaning set forth in Section 10.15(a)(i). “Seller Transferred Leased Real Property” means that certain real property described in item #1 of Section 4.10(a) of the Disclosure Schedule. “Seller Transferred Owned Real Property” means that certain real property described on Section 4.10(c) of the Disclosure Schedule that is owned by AUCSOM as of the Closing. “Seller Real Property Transfer Agreement” means the agreement necessary to effectuate the transfer of the Seller Transferred Owned Real Property to the St. Maarten Buyer. “Settlement Agreement” has the meaning set forth in Section 5.12(b). “Specified Matters” means (a) any breach of the Fundamental Representations and Warranties; (b) any breach of or default in the performance of the covenants set forth in this Agreement; and (c) claims brought by any Buyer Indemnified Party relating to the Excluded Assets, the Retained Liabilities, or the Tien Disputes. “St. Maarten Buyer” has the meaning set forth in the Preamble. “S-X Financial Statements” has the meaning set forth in Section 4.6(a). “Tax Agreements” means the global settlement agreements between the AUC Entities and the Tax Authority regarding all amounts due and owing with respect to the Purchased Assets, the Institution and the Business. The Tax Agreements shall provide that all amounts due and owing pursuant to the Tax Agreements shall be paid by the AUC Entities and the Tax Authority shall have no recourse against the Buyers or the Purchased Assets (including the Institution) for any such amounts owed by the AUC Entities. “Tax Authority” means the Saint Maarten tax authorities. “Tax Benefit” has the meaning set forth in Section 8.5. “Tax Return” means any declaration, estimate, return, report, information statement, schedule or other document (including any related or supporting information) with respect to Taxes that is required to be filed with any Governmental Authority or other authority in connection with the determination, assessment or collection of any Tax or the administration of any Laws, regulations or administrative requirements relating to any Tax. 53 “Taxes” means all federal, provincial, territorial, state, municipal, local, domestic, foreign or other taxes, imposts, rates, levies, assessments and other charges including ad valorem, capital, capital stock, customs and import duties, dis...