Actual Balance Sheet definition
Examples of Actual Balance Sheet in a sentence
In the course of preparing the Actual Balance Sheet and the Working Capital Statement, Parent may consult with the Stockholders Representative in order to resolve any issues that otherwise might become the subject of a dispute under Section 3.02(c).
The audited consolidated balance sheets of Seller and its subsidiaries (including the notes thereto) set forth in the most recent SEC Document of Seller filed prior to the date hereof on Form 10-K, as updated or modified by the consolidated balance sheet and the notes thereto set forth in the June 30, 1996 Form 10-Q filed subsequently thereto, shall be hereinafter referred to as the "Actual Balance Sheet".
The Independent Accountants shall make a determination as soon as practicable within thirty (30) Days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the December 31 Actual Balance Sheet, the Net Equity Adjustment, and/or the Earn-Out Statement shall be conclusive and binding upon the parties hereto.
The Actual Balance Sheet shall be accompanied by a statement, certified by the Chief Financial Officer of the Surviving Corporation (the "WORKING CAPITAL STATEMENT"), that sets forth in reasonable detail the Actual Net Working Capital, the Working Capital Adjustment Amount, and the final calculation of the Merger Consideration.
The Actual Balance Sheet shall be accompanied by a statement, certified by the Chief Financial Officer of the Surviving Corporation (the “Working Capital Statement”), that sets forth in reasonable detail the Actual Net Working Capital, the Working Capital Adjustment Amount, and the final calculation of the Merger Consideration.
Notwithstanding anything to the contrary in this Agreement, any disputes regarding the Actual Balance Sheet Adjustment or the Actual Pension Adjustment shall be resolved as set forth in this Section 2.3.
If the Seller provides a Seller Notice within the Seller Notice Period, the Seller and the Buyer shall negotiate in good faith during the fifteen (15) Business Day period (the “Balance Sheet Resolution Period”) after the date of the Buyer’s receipt of the Seller Notice to resolve any disputes regarding the Actual Balance Sheet Adjustment.
On or prior to the 5:00 PM EST on the last day of the Review Period, Sellers’ Representative may object to the December 31 Actual Balance Sheet or each Earn-Out Statement on behalf of Sellers by delivering to Buyer a written statement setting forth Sellers’ objections in reasonable detail, indicating each disputed item or amount and the basis for Sellers’ disagreement therewith (the “Statement of Objections”).
The Actual Balance Sheet shall be accompanied by a statement, certified by the Chief Financial Officer of Purchaser (the “Working Capital Statement”), that sets forth in reasonable detail the Actual Net Working Capital, and Purchaser’s calculation of the Aggregate Purchase Price.
If Seller, Selling Members and Buyer are unable to agree in good faith as to the Actual Balance Sheet or Actual Net Working Capital by fifteen (15) days after delivery of the determination of the Actual Balance Sheet and Actual Net Working Capital then Buyer, Seller and Selling Members shall submit any matter(s) in dispute to a mutually acceptable certified public accountant for resolution.