Healthcare Company Pro Forma Balance Sheet definition

Healthcare Company Pro Forma Balance Sheet means the pro forma ------------------------------------------ balance sheet of Healthcare Company at December 31, 1997 attached hereto as Exhibit B. ---------
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Healthcare Company Pro Forma Balance Sheet means the pro forma balance sheet of Healthcare Company at December 31, 1997, attached hereto as Exhibit F. "Healthcare Company Subsidiaries" shall mean all of the subsidiaries listed on Schedule 1.01(b). "Holders" shall mean the holders of record of shares of Vencor Common Stock as of the Record Date. "Indemnifiable Losses" shall mean all Losses which are subject to being indemnified by Vencor or Healthcare Company pursuant to Article III. "Indemnifying Party" shall mean a Person who or which is obligated under this Agreement to provide indemnification. "Indemnitee" shall mean a Person who may seek indemnification under this Agreement. "Indemnity Payment" shall mean an amount that an Indemnifying Party is required to pay to an Indemnitee pursuant to Article III. "Information" shall mean all records, books, contracts, instruments, computer data and other data and information. "Insurance Agreement" shall mean the Insurance Agreement by and between Vencor and Healthcare Company, which Agreement shall be entered into on the Distribution Date in the form attached hereto as Exhibit G. "Insurance Proceeds" shall mean, with respect to any insured party, those monies, net of any applicable premium adjustment, retrospectively-rated premium, deductible, retention or cost of reserve paid or held by or for the benefit of such insured, which are either: (i) received by an insured from an insurance carrier; or (ii) paid by an insurance carrier on behalf of an insured. "Intellectual Property Agreement" shall mean the Intellectual Property Agreement by and between Vencor and Healthcare Company or members of their respective Groups, which agreement will be entered into on the Distribution Date in the form attached hereto as Exhibit H. "IRS" shall mean the Internal Revenue Service. "Law" shall mean all laws, statutes and ordinances and all regulations, rules and other pronouncements of Governmental Authorities having the effect of law of the United States, any foreign country, or any domestic or foreign state, province, commonwealth, city, country, municipality, territory, protectorate, possession or similar instrumentality, or any Governmental Authority thereof. "Liabilities" shall mean any and all debts, liabilities, obligations, responsibilities, response actions, losses, damages (whether compensatory, punitive or treble), fines, penalties and sanctions, absolute or contingent, matured or unmatured, liquidated or unliquidated, foreseen or unforeseen, joint, several or in...
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Related to Healthcare Company Pro Forma Balance Sheet

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

  • 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.

  • 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.

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

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

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

  • Consolidated Financials means, for any Fiscal Year or other accounting period of Five Star, annual audited and quarterly unaudited financial statements of Five Star prepared on a consolidated basis, including Five Star’s consolidated balance sheet and the related statements of income and cash flows, all in reasonable detail, and setting forth in comparative form the corresponding figures for the corresponding period in the preceding Fiscal Year, and prepared in accordance with GAAP throughout the periods reflected.

  • Audited Company Balance Sheet means the consolidated balance sheet (and the notes thereto) of the Company and its consolidated Subsidiaries as of December 31, 2019 set forth in the Company’s Annual Report on Form 10-K filed by the Company with the SEC for the fiscal year ended December 31, 2019.

  • 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.

  • Pro Forma means, with respect to any calculation made or required to be made pursuant to the terms hereof, a calculation performed in accordance with Article 11 of Regulation S-X promulgated under the Securities Act, as interpreted in good faith by the Board of Directors after consultation with the independent certified public accountants of the Company, or otherwise a calculation made in good faith by the Board of Directors after consultation with the independent certified public accountants of the Company, as the case may be.

  • Balance Sheets shall have the meaning set forth in Section 5.7(a).

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

  • Parent Balance Sheet has the meaning set forth in Section 4.04(c).

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

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

  • Consolidated Tangible Net Assets means, on any date of determination and with respect to any Person at any time, the total of all assets (including revaluations thereof as a result of commercial appraisals, price level restatement or otherwise) appearing on the consolidated balance sheet of such Person and its Consolidated Subsidiaries most recently delivered to the Lenders pursuant to Section 5.01(i) as of such date of determination, net of applicable reserves and deductions, but excluding goodwill, trade names, trademarks, patents, unamortized debt discount and all other like intangible assets (which term shall not be construed to include such revaluations), less the aggregate of the consolidated current liabilities of such Person and its Consolidated Subsidiaries appearing on such balance sheet.

  • SEC Off-Balance Sheet Rules means the Disclosure in Management’s Discussion and Analysis About Off-Balance Sheet Arrangements, Securities Act Release No. 33-8182, 68 Fed. Reg. 5982 (Feb. 5, 2003) (codified at 17 CFR pts. 228, 229 and 249).

  • Company Balance Sheet Date means December 31, 2014.

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

  • Pro Forma EBITDA means, for any period, the Consolidated EBITDA of the Issuer and the Restricted Subsidiaries, provided that for the purposes of calculating Pro Forma EBITDA for such period, if, as of such date of determination:

  • Consolidated Senior Leverage Ratio means the ratio of Consolidated Senior Debt, determined as of the last day of any fiscal quarter of the Company, to Consolidated EBITDA for the period of 12 months ending on such last day.

  • Year-End Financial Statements has the meaning set forth in Section 3.06.

  • Most Recent Financial Statements has the meaning set forth in Section 4(g) below.

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

  • Consolidated Capitalization means, with respect to any Person, the sum of (a) all of the shareholders’ equity or net worth of such Person and its Subsidiaries, as determined in accordance with GAAP plus (b) Consolidated Indebtedness of such Person and its Subsidiaries plus (c) the outstanding principal amount of Preferred Stock plus (d) seventy-five percent (75%) of the outstanding principal amount of Specified Securities of such Person and its Subsidiaries.

  • Consolidated Senior Funded Debt means Consolidated Funded Debt that is not Subordinated Debt.