Closing Date Balance Sheets definition

Closing Date Balance Sheets are defined in Section 3.1.

Closing Date Balance Sheets has the meaning set forth in Section 9.4(a).

Closing Date Balance Sheets means the separate balance sheets prepared in respect of Sonoran in accordance with past practices consistently applied reflecting the respective assets and liabilities of Sonoran as of the Closing Date and reflecting the best estimate, in the opinion of Seller, acting reasonably, for those current assets and liabilities of Sonoran that are not capable of actual determination as of the Closing Date.

Examples of Closing Date Balance Sheets in a sentence

• For purposes of this Section 2.5, the Buyer shall be entitled to have reasonable access to the books and records and work papers of each of the Sellers and their representatives used in preparation of the Closing Date Balance Sheets and shall be entitled to discuss such books and records and work papers with each of the Sellers, their representatives and those persons responsible for the preparation thereof.

• For purposes of this Section 2.8, the Buyer shall be entitled to have reasonable access to the books and records and work papers of each of the Sellers and their representatives used in preparation of the Closing Date Balance Sheets and shall be entitled to discuss such books and records and work papers with each of the Sellers, their representatives and those persons responsible for the preparation thereof.

• If the Buyer does not object to the Closing Date Balance Sheets (and the amount of Post-Closing True-Up calculated thereby) within the 15-day period referred to above, the amount of the Post-Closing True-Up, as determined by the Closing Date Balance Sheets as so prepared, shall be deemed final and conclusive and binding upon the Buyer and the Sellers.

• The Closing Date Balance Sheets and all accounting calculations and terms shall be in accordance with GAAP and, to the extent not in violation of GAAP, consistently applied with the Year End Balance Sheet.

• During the 30-day period immediately following the Sellers’ Representative’s receipt of the Final Closing Date Balance Sheets, the Sellers’ Representative, at its sole cost and expense, shall be permitted to review the Buyer’s working papers related to the preparation and determination of the Final Closing Date Balance Sheets.

More Definitions of Closing Date Balance Sheets

Closing Date Balance Sheets as defined in Section 2.7(b).

Closing Date Balance Sheets means, collectively, (i) a consolidated balance sheet of the Companies and (ii) a balance sheet of each of the Clinic Subsidiaries, in each case, prepared in accordance with GAAP, and substantially in the form of, and on a basis consistent with and utilizing the same principles, practices, methodologies and policies as those used in preparing the December 31, 2009 consolidated audited balance sheet of the Companies and each of the Clinic Subsidiaries which principles, practices, methodologies and policies are set forth on Annex I; provided, that the Closing Date Balance Sheets shall not include any changes in assets or liabilities as a result of the purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. For purposes of the Closing Date Balance Sheets, all current liabilities (including accounts payable) and current assets (including accounts receivable) of the Company Entities shall be determined as of 11:59 p.m. New York City time on the Closing Date.

Closing Date Balance Sheets has the meaning set forth in Section 1.5(c)(i).

Closing Date Balance Sheets and "Closing Date Income Statements" shall mean the Closing Date Financial Statements, Closing Date Balance Sheets and Closing Date Income Statements as modified by agreement of the parties, whether or not with the assistance of the Buyer's Accountants or the Shareholders' Accountants or by the determinations of the Accounting Firm.

Closing Date Balance Sheets means (i) a balance sheet of URG as at the Closing Date setting forth all assets of URG from the Closing Date Statement of Assets and setting forth all liabilities of URG determined in accordance with GAAP (including deferred Tax liabilities determined pursuant to Section 5.5 hereof, but excluding any liability for current Taxes for which the Seller would be liable under Section 5.3(e) hereof) and (ii) a balance sheet of URC as at the Closing Date setting forth all assets of URC from the Closing Date Statement of Assets and setting forth all liabilities of URC determined in accordance with GAAP.

Closing Date Balance Sheets shall have the meaning ascribed to it in Section 1.5(a).

Closing Date Balance Sheets means the unaudited balance sheets of Tricor Canada and Tricor US and the unaudited consolidated balance sheet of Golden Boy as of 11:59 p.m. Pacific Time on the day prior to the Closing Date (without giving effect to the transactions contemplated by this Agreement), prepared in accordance with GAAP, consistently applied (except that such balance sheets may not contain all of the notes required by GAAP), and prepared applying the same accounting principles and methodologies used to prepare the Current Balance Sheet and applying the past practices of the Purchased Corporations (and where GAAP provides for a range of alternatives such past practices shall govern).