Acquisition Pre-Closing Balance Sheet definition

Acquisition Pre-Closing Balance Sheet means an unaudited balance sheet listing only the Acquired Assets and the Assumed Liabilities as of the last day of the immediately preceding month end prior to the Closing Date and prepared from and using the same methodologies and principles used in connection with the Pre-Closing Balance Sheet, which unaudited balance sheet shall be prepared by Seller and delivered to Buyer on or before the fifth (5th) Business Day prior to the Closing Date and shall include appropriate line items in respect of the Taxes and other prepaid expenses or items to be prorated between Buyer and Seller as required by Section 2.4 of this Agreement.
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Related to Acquisition Pre-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 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.

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

  • 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.

  • 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.

  • Estimated Closing Indebtedness has the meaning set forth in Section 2.3(a).

  • Acquisition Closing Date means the “Closing Date” under and as defined in the Acquisition Agreement.

  • Unaudited Interim Balance Sheet has the meaning set forth in Section 2.4(a) of this Agreement.

  • Second Closing Date has the meaning set forth in Section 1.3.

  • 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.

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

  • Financial Closing Date means the date of the closing of the initial agreements for any Financing of the Facility and of an initial disbursement of funds under such agreements.

  • Original Closing Date means March 21, 2013.

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

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

  • Final Closing Working Capital has the meaning set forth in Section 2.5(d).

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

  • Final Closing Indebtedness has the meaning set forth in Section 3.3(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.

  • Tender Closing Date means the date and time set out in column (C) of Part 1 of the Schedule to the Tender Notice;

  • RI Closing Value means, in respect of a Reference Item and a ST Valuation Date, the Settlement Level (as defined in the Equity Linked Conditions) on such ST Valuation Date.

  • Closing Working Capital Statement has the meaning set forth in Section 2.04(b)(i).