Kimball Electronics Balance Sheet means the pro forma balance sheet of the Kimball Electronics Group, including the notes thereto, as of June 30, 2014, as filed with the Form 10.
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 has the meaning set forth in Section 3.04(e).
Interim Balance Sheet as defined in Section 3.4.
Latest Balance Sheet has the meaning set forth in Section 3.4(a).
Closing Balance Sheet has the meaning set forth in Section 2.4(a).
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:
Parent Balance Sheet shall have the meaning assigned to such term in Section 5.13 hereof.
Balance Sheets has the meaning set forth in Section 4.5(a).
Remainco Group means RemainCo and its Subsidiaries, other than the SpinCo Group.
Current Balance Sheet shall have the meaning set forth in Section 2.7.
Balance Sheet has the meaning set forth in Section 3.06.
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;
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;
Recent Balance Sheet has the meaning set forth in Section 3.5(a).
Unaudited Balance Sheet has the meaning set forth in Section 3.4(a)(ii).
Most Recent Balance Sheet means the balance sheet contained within the Most Recent Financial Statements.
SpinCo Group means (a) prior to the Effective Time, SpinCo and each Person that will be a Subsidiary of SpinCo as of immediately after the Effective Time, including the Transferred Entities, even if, prior to the Effective Time, such Person is not a Subsidiary of SpinCo; and (b) on and after the Effective Time, SpinCo and each Person that is a Subsidiary of SpinCo.
Unaudited Interim Balance Sheet shall have the meaning specified in Section 4.4(a)(ii) of the Agreement.
Estimated Closing Balance Sheet has the meaning set forth in Section 2.6(a).
RemainCo shall have the meaning set forth in the Preamble.
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.
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).
SpinCo shall have the meaning set forth in the Preamble.
SpinCo Employee means any individual who, as of the Effective Time, is employed by or will be employed by Spinco or any member of the Spinco Group, including active employees and employees on vacation and approved leave of absence (including maternity, paternity, family, sick leave, qualified military service under the Uniformed Services Employment and Reemployment Rights Act of 1994, short- or long-term disability leave, leave under the Family Medical Leave Act and other approved leave).
Closing Date Balance Sheet has the meaning specified in Section 2.3(b).