Final Proforma Balance Sheets definition

Final Proforma Balance Sheets means a spreadsheet in substantially the same form attached hereto as Schedule 7.3(a) that has been updated to reflect the proforma balance sheets for the Company and Newco, in each case reflecting assets and liabilities of such companies immediately prior to the Closing Date and following the Closing Date.
Sample 1

Related to Final Proforma Balance Sheets

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

  • Interim Balance Sheet as defined in Section 3.4.

  • Latest Balance Sheet has the meaning set forth in Section 3.4(a).

  • Final Balance Sheet has the meaning set forth in Section 2.4.

  • Balance Sheets has the meaning set forth in Section 4.5(a).

  • Audited Balance Sheet means the audited balance sheet of the company prepared for the purposes of the Companies Acts for a financial year unless an audited consolidated balance sheet dealing with the state of affairs of the company and its subsidiary undertakings required to be dealt with in group accounts has been prepared for those purposes for the same financial year, in which case it means that audited consolidated balance sheet, and in that case all references to reserves shall be deemed to be references to consolidated reserves;

  • 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.

  • 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.

  • Unaudited Balance Sheet has the meaning set forth in Section 3.4(a)(ii).

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

  • Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.

  • Closing Balance Sheet has the meaning set forth in Section 2.4(a).

  • Balance Sheet has the meaning set forth in Section 3.06.

  • Off-Balance Sheet Obligations means liabilities and obligations of the Borrower, any Subsidiary or any other Person in respect of “off-balance sheet arrangements” (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated under the Securities Act) which the Borrower would be required to disclose in the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” section of the Borrower’s report on Form 10-Q or Form 10-K (or their equivalents) which the Borrower is required to file with the Securities and Exchange Commission (or any Governmental Authority substituted therefor).

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.

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

  • Most Recent Balance Sheet means the balance sheet contained within the Most Recent Financial Statements.

  • Off-Balance Sheet Obligation means, with respect to any Person, any Obligation of such Person under a synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing classified as an operating lease in accordance with GAAP, if such Obligations would give rise to a claim against such Person in a proceeding referred to in Section 6.01(h).

  • Current Balance Sheet shall have the meaning set forth in Section 2.7.

  • Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).

  • Latest Balance Sheet Date has the meaning set forth in Section 3.10.

  • relevant balance sheet means the latest published audited consolidated balance sheet of the Group, but where the Company has no subsidiaries it means the balance sheet and profit and loss account of the Company and, where the Company has subsidiaries but there are no consolidated accounts of the Group, it means the respective balance sheets and profit and loss accounts of the companies comprising the Group;

  • Consolidated Financial Statements means, with respect to any Person, collectively, the consolidated financial statements and notes to those financial statements, of that Person and its Consolidated Subsidiaries prepared in accordance with GAAP.

  • Reference Balance Sheet shall have the meaning set forth in Section 3.06(a).

  • Consolidated Total Debt to Consolidated EBITDA Ratio means, as of any date of determination, the ratio of (a) Consolidated Total Debt as of the last day of the relevant Test Period to (b) Consolidated EBITDA for such Test Period.

  • Off-Balance Sheet Liability of a Person means (a) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (b) any indebtedness, liability or obligation under any so-called “synthetic lease” transaction entered into by such Person, or (c) any indebtedness, liability or obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person (other than operating leases).