Final Closing Balance Sheets definition

Final Closing Balance Sheets means the definitive Closing Balance Sheets included in such Final Closing Statements and, to the extent applicable, the term "Final Closing Financial Statements" shall mean the definitive profit and loss accounts included in such Final Closing Statements. The terms "Final JLW England Closing Net Worth," "Final JLW Scotland Closing Net Worth,""Final JLW Ireland Closing Net Worth," "Final Asia Region Closing Net Worth" and "Final Australasia Region Closing Net Worth" shall mean the definitive Closing Net Worth of (i) NewCo 1, JLW Supply, JLW USA and JLW Continuation, (ii) NewCo 2, (iii) NewCo 3, (iv) the Asia Region Companies and (v) the Australasia Region Companies, respectively, including their respective direct and indirect Subsidiaries, based on the applicable Final Closing Balance Sheets.

Final Closing Balance Sheets shall have the meaning set forth in Section 2.11(c).

Final Closing Balance Sheets means the final balance sheets of Wxxxx US and Wxxxx Canada, respectively, provided to Cxxxxxx and Purchasers in connection with the calculation of the Final US Net Working Capital and Final Canadian Net Working Capital.

Examples of Final Closing Balance Sheets in a sentence

• Any payment made pursuant to this Section 1.6(h) shall be treated as a further adjustment (without interest) to any amount payable based on Final Closing Balance Sheets.

• The parties acknowledge that any amounts shown on SHS's Estimated and Final Closing Balance Sheets as a tax provision or receivable, advance or similar item from LHS represent LHS's obligation with respect to Taxes under this Section 4.04(c) and are neither an obligation which LHS shall be required to pay to SHS nor an asset SHS shall be entitled to receive from LHS other than pursuant to Sections 4.04 and 7.02 hereof.

• On or before the Closing Date, the Companies shall cause the liens listed in Section 2.10 of the Disclosure Letter and set forth on a letter to be delivered to the Sellers' Representative not later than July 1, 2003 to be released to the extent such liens do not secure obligations properly included on the Final Closing Balance Sheets as contemplated by Section 1.3 hereof.

• In the event that the Merger is consummated, all expenses incurred by any of the Companies will be reflected in the Preliminary Closing Balance Sheets and the Final Closing Balance Sheets unless paid prior to the date of the Final Closing Balance Sheets.

• Selling Parent shall provide Purchaser and its independent accountants with full and contemporaneous access to Selling Sub's work papers and shall consult with Purchaser as it prepares the Initial and Final Closing Balance Sheets.

• Without limiting the generality of the foregoing, in connection with the short period Tax Return of the Company that the Selling Stockholders will cause to be prepared, the Company shall make available to the Selling Stockholders or their representatives the working profit and loss statement prepared in connection with the Final Closing Balance Sheets and all adjusting entries related thereto.

• In the event that the Merger is consummated, all expenses incurred by any of the Companies will be reflected in the Preliminary Closing Balance Sheets and the Final Closing Balance Sheets.

• Since the Balance Sheet Date, Xicom has not, and will not incur any Taxes other than in the ordinary course of business, and Xicom will timely pay or make adequate provisions in the Preliminary and Final Closing Balance Sheets for all Taxes with respect to its business, properties and operations through and including the dates thereof.

• In its report resolving disputed items, the Third Party Accountants may not resolve any disputed item by choosing an amount that is greater than the greater of the amount claimed by Shurgard or set forth in the Final Closing Balance Sheets or less than the lesser of the amount claimed by Shurgard or set forth in the Final Closing Balance Sheets.

• The Preliminary Closing Balance Sheet and the Final Closing Balance Sheet are sometimes collectively referred to herein as the Preliminary and Final Closing Balance Sheets.

More Definitions of Final Closing Balance Sheets

Final Closing Balance Sheets means the definitive Closing Balance Sheets of each of Compass UK, Compass Cayman, Compass M&L, ERE Retail and TYGPM or Compass Australia, as applicable, or, in the absence of agreement, the definitive Closing Balance Sheets including any adjustments resulting from the determination made by the Neutral Auditor (in addition to those items theretofore agreed to by Buyer and Lend Lease). The term "Final Working Capital Amounts" shall mean the definitive Working Capital of each of Compass UK, Compass Cayman, Compass M&L, ERE Retail and TYGPM or Compass Australia, as applicable, as based on the applicable Final Closing Balance Sheets. For purposes of performing the calculation of the Final Working Capital Amounts, with respect to the Worldwide Companies, the applicable exchange rate in effect on the Worldwide Closing Date shall be used and, with respect to Compass Australia, the applicable exchange rate in effect on the Australia Closing Date shall be used.

Final Closing Balance Sheets means (x) the Closing Balance Sheets if no Notice of Disagreement with respect thereto is duly and timely delivered pursuant to Section 1.3(b) or (y) if such a Notice of Disagreement is so delivered, the Closing Balance Sheets as agreed by the Sellers' Representative and Buyer pursuant to Section 1.3(b) or (z) if such Notice of Disagreement is so delivered and in the absence of such agreement, the Final Closing Balance Sheets as prepared by the Arbiter pursuant to Section 1.3(b).