Seller Interim Balance Sheet definition

Seller Interim Balance Sheet has the meaning set forth in Section 2.3.
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Seller Interim Balance Sheet as defined in Section 3.4.
Sample 1

Examples of Seller Interim Balance Sheet in a sentence

  • There will not have been any Seller Material Adverse Effect since the Seller Interim Balance Sheet Date.

  • Since the Seller Interim Balance Sheet Date, except as contemplated by or as disclosed in this Agreement, Seller has conducted its business only in the Ordinary Course of Business, and, since the Seller Interim Balance Sheet Date, there has not been any Seller Material Adverse Effect.

  • Except as set forth in Section 2.8 of the Seller Disclosure Schedule, Seller has no liabilities or obligations of any nature (whether known or unknown and whether absolute, accrued, contingent or otherwise) except for liabilities or obligations reflected or reserved against in the Seller Interim Balance Sheet and current liabilities incurred in the Ordinary Course of Business since the Seller Interim Balance Sheet Date.

  • Schedule 6.16 of the Seller Disclosure Schedule contains a correct and complete list of all accounts receivable of Seller as of the date of the Seller Interim Balance Sheet, which list sets forth the aging of each such account receivable.

  • Inventory now on hand that was purchased after the date of the Seller Interim Balance Sheet was purchased in the Ordinary Course of Business of Seller at a cost not exceeding market prices prevailing at the time of purchase.

  • First, pay and promotion policies are satisfied to the co-worker.

  • Seller has no Liabilities of any nature, including without limitation, payables and obligations to its stockholders, other than (i) those set forth on the Seller Interim Balance Sheet and (ii) those incurred by Seller after the date hereof and prior to the Closing Date in the ordinary course of business in compliance with this Agreement.

  • Seller has no liabilities or obligations, whether known or unknown, except for liabilities and obligations reflected or reserved against in the Seller Interim Balance Sheet and current liabilities incurred in the Ordinary Course of Business of Seller since the date of Seller Interim Balance Sheet, true and correct copies of which have been delivered to Buyer.

  • Buyer Parent and Buyer shall have been provided with a certificate duly executed on behalf of Seller by its Chief Executive Officer, to the effect that, as of the Closing Date, the conditions set forth in Section 6.2(a) have been met and setting forth the aggregate dollar amount of Seller's Liabilities as of the Closing Date to the extent not otherwise set forth on the Seller Interim Balance Sheet.

  • There were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975 ("FAS No. 5")) which were not adequately provided for on the Current Year-End Balance Sheet and the Seller Interim Balance Sheet, respectively, as required by FAS No. 5.

Related to Seller Interim Balance Sheet

  • 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.

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

  • 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).

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

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

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

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

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

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any Sale-Leaseback Transactions that do not create a liability on the balance sheet of such Person, (iii) any obligation under a Synthetic Lease or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

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

  • 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;

  • 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:

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

  • 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).

  • SEC Off-Balance Sheet Rules means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

  • 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).

  • Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).

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

  • Balance Sheets has the meaning set forth in Section 4.5(a).

  • Audited Company Balance Sheet means the consolidated balance sheet (and the notes thereto) of the Company and its consolidated Subsidiaries as of December 31, 2020, set forth in the Company’s Annual Report on Form 10-K filed by the Company with the SEC for the fiscal year ended December 31, 2020.

  • Total Consolidated Assets means, at any time, the total assets appearing on the most recently prepared consolidated balance sheet of the Company and its Consolidated Subsidiaries as of the end of the most recent fiscal quarter of the Company and its Consolidated Subsidiaries for which such balance sheet is available, prepared in accordance with GAAP.