Seller Closing Balance Sheet definition

Seller Closing Balance Sheet has the meaning set forth in Section 2.7(a).
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Seller Closing Balance Sheet has the meaning set forth in Section 1.3(b)(i).
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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...
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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”).


More Definitions of Seller Closing Balance Sheet

Seller Closing Balance Sheet is defined in Section 1.5.
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Seller Closing Balance Sheet shall have the meaning set forth in Section 5.5(d)(i).
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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.
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Related to Seller Closing Balance Sheet

  • 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).

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

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

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

  • Company Balance Sheet has the meaning set forth in Section 3.04(e).

  • Interim Balance Sheet as defined in Section 3.4.

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

  • SpinCo Balance Sheet means the pro forma combined balance sheet of the SpinCo Business, including any notes and subledgers thereto, as of September 30, 2021, as presented in the Information Statement made available to the Record Holders.

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

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

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

  • 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.

  • Company Balance Sheet Date has the meaning set forth in Section 3.10.

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

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

  • Closing Cash means the aggregate amount of Cash of the Company as of the Effective Time.

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

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

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

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

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

  • Latest Balance Sheet Date has the meaning set forth in Section 3.10.

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

  • Estimated Closing Net Working Capital has the meaning set forth in Section 2.5.

  • Off-Balance Sheet Obligation means the monetary obligation of a Person under (a) a so-called synthetic, off-balance sheet or tax retention lease, (b) an agreement for the use or possession of property creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, would be characterized as the indebtedness of such Person (without regard to accounting treatment) or (c) an agreement for the sale of receivables or like assets creating obligations that do not appear on the balance sheet of such Person but which, upon the insolvency or bankruptcy of such Person, could be characterized as the indebtedness of such Person (without regard to accounting treatment).