Final Closing Balance Sheet means the balance sheet of Company as of the Effective Time as finally determined for purposes of this Article II, whether by acquiescence of Shareholders to the figures supplied by Buyer in accordance with Section 2.03(d)(i), by negotiation and agreement of the parties, or prepared by the Third Accounting Firm in accordance with Section 2.03(d)(iii).
More Definitions of Final Closing Balance Sheet
Final Closing Balance Sheet means the Closing Balance Sheet which has become conclusive and binding upon the parties pursuant to paragraph (c) of this Section 1.06, (ii) the term "Closing Book Value" shall mean the amount obtained by subtracting the total liabilities of the Company, as set forth in the Final Closing Balance Sheet, from the total assets of the Company, as set forth in the Final Closing Balance Sheet, and (iii) the term "Target Book Value" shall mean $___TBD___. If the Target Book Value exceeds the Closing Book Value, the amount of such excess shall be the "True-up Payment." If the True-up Payment is greater than zero, the amount thereof shall be paid by Stockholders to the Company in accordance with the provisions of paragraph (e) of this Section 1.06.
Final Closing Balance Sheet shall be: (i) the Preliminary Closing Balance Sheet if no Balance Sheet Objection is delivered to the Appointed Agent during the 15-day period specified in Section 3.3(d); (ii) the Preliminary Closing Balance Sheet, adjusted in accordance with the Balance Sheet Objection, if the Appointed Agent does not provide Buyer with a written notice of disagreement in response to the Balance Sheet Objection within the 15-day period specified in Section 3.3(e); or (iii) the Preliminary Closing Balance Sheet, as adjusted by (A) the written agreement of Buyer and the Appointed Agent and/or (B) the CPA Firm in accordance with Section 3.3(f)(ii).