Valuation Date Balance Sheet definition

Valuation Date Balance Sheet has the meaning specified in Section 3.3(b).
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Valuation Date Balance Sheet and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.
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Valuation Date Balance Sheet has the meaning specified in Section 2.1.
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Examples of Valuation Date Balance Sheet in a sentence

  • If Seller does not so object within such 30-day period, the Preliminary Valuation Date Balance Sheet and the Preliminary Working Capital set forth in the Preliminary Accounting Report shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.

  • The Preliminary Valuation Date Balance Sheet and the Preliminary Valuation Date Working Capital, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.

  • The inventory valuation set forth in the Preliminary Valuation Date Balance Sheet shall be based on a physical inventory to be taken by the Company on April 30, 1999 and May 1, 1999 (at which representatives of Investor may be present), as updated by inventory records for the period after the taking of such physical inventory through the Valuation Date.

  • The Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the Valuation Date Balance Sheet and the Purchase Price, respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.

  • The Preliminary Valuation Date Balance Sheet and the Preliminary Valuation Date Working Capital, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Valuation Date Balance Sheet” and the Valuation Date Working Capital, respectively.

  • Buyer shall prepare the Valuation Date Balance Sheet in accordance with Agreed Accounting Principles.

  • One half of the fees and expenses of the Accounting Firm related to any special audit of the Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price hereunder shall be paid by the former shareholders of the Company (in the form of a payment pursuant to the Escrow Agreement) and the other half shall be paid by Parent.

  • The Preliminary Valuation Date Balance Sheet and the Preliminary Purchase Price, as so determined but after giving effect to the adjustments set forth in the Additional Accounting Report shall be final and binding as the "VALUATION DATE BALANCE SHEET" and the "PURCHASE PRICE," respectively, for purposes of this Agreement, but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.

  • The 2006 Pro Forma Balance Sheet that is contained in Section 3.9 of the Disclosure Schedule is a representative example of the Estimated Valuation Date Balance Sheet assuming a Valuation Date of December 31, 2006; provided, however, that the final Estimated Valuation Date Balance Sheet shall be determined as provided for in the definition thereof.

  • Buyer shall be liable for and shall pay (i) all Taxes reflected as a liability on the Valuation Date Balance Sheet and taken into account as a deduction in Net Assets in connection with the determination of the Purchase Price and (ii) all Taxes (whether assessed or unassessed) applicable to the Business, the Purchased Assets, in each case attributable to periods (or portions thereof) beginning after the Closing Date.


More Definitions of Valuation Date Balance Sheet

Valuation Date Balance Sheet means the December 31, 1999 balance sheet of the Japanese Xxxxxxx Business attached as Exhibit D hereto.
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Valuation Date Balance Sheet means the unaudited balance sheet of the Business as of the Valuation Date attached as Schedule 1.1(qqqqqq).
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Valuation Date Balance Sheet has the meaning specified in Section 3.4.
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Valuation Date Balance Sheet has the meaning specified in Section 3.3. “Valuation Date Indebtedness” has the meaning specified in Section 3.3.
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Valuation Date Balance Sheet. “Valuation Date Indebtedness,” “Valuation Date Transaction Expenses,” “Closing Date Cash Payment,” and the “Accounting Report,” respectively, for purposes of this Agreement but shall not limit the representations, warranties, covenants and agreements of the parties set forth elsewhere in this Agreement.
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Related to Valuation Date Balance Sheet

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

  • 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).

  • 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.

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

  • Reference Balance Sheet shall have the meaning assigned to it in Section 4.3.

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

  • 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.

  • Scheduled Valuation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date.

  • MFP Valuation Date means the MFP Settlement Valuation Date;

  • 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;

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

  • ST Valuation Date means the Redemption Valuation Date.

  • Reference Balance Sheet Date is defined in Section 3.5.

  • 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).

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

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

  • Balance Date means 30 June or any other date that the Trustees by resolution adopt as the date up to which the Trust’s financial statements are to be made in each year;

  • 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).

  • relevant balance sheet means the latest published audited consolidated balance sheet of the Group, but where the Company has no subsidiaries it means the balance sheet and profit and loss account of the Company and, where the Company has subsidiaries but there are no consolidated accounts of the Group, it means the respective balance sheets and profit and loss accounts of the companies comprising the Group;

  • Adjusted Pool Balance means, on the Closing Date, an amount equal to:

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

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

  • Unpaid Realized Loss Amount With respect to any Class of Subordinated Certificates and as to any Distribution Date, is the excess of (i) the Applied Realized Loss Amounts with respect to such Class over (ii) the sum of (a) all distributions in reduction of such Applied Realized Loss Amounts on all previous Distribution Dates, and (b) the amount by which the Class Certificate Balance of such Class has been increased due to the distribution of any Subsequent Recoveries on all previous Distribution Dates. Any amounts distributed to a Class of Subordinated Certificates in respect of any Unpaid Realized Loss Amount will not be applied to reduce the Class Certificate Balance of such Class.

  • Quarterly Valuation Date means the last Business Day of each February, May, August and November of each year commencing on the first such date next following the Date of Original Issue of a series of MTP , except with respect to delivery of Accountant’s Confirmation in which case “Quarterly Valuation Date” shall mean the last Business Day of such of the last Business Days of February, May, August and November in each year as is selected by S&P.

  • Cut-off Date Balance With respect to any Mortgage Loan or Serviced Companion Loan, the outstanding principal balance of such Mortgage Loan or Serviced Companion Loan, as applicable, as of the Cut-Off Date, after application of all payments of principal due on or before such date, whether or not received.