Measurement Date Balance Sheet definition

Measurement Date Balance Sheet has the meaning set forth in Section 2.1(b)(ii)(B).
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Measurement Date Balance Sheet means a consolidated balance sheet of the Company derived from the books and records of the Company as of the close of business on the Measurement Date that (x) fairly presents the financial position of the Company as at the close of business on the Measurement Date on a basis consistent with the presentation in the September 30, 2012 Financial Statement, (y) includes line items substantially consistent with those used in the preparation of the September 30, 2012 Financial Statement and (z) is prepared in accordance with the specific accounting policies and procedures used to prepare the September 30, 2012 Financial Statements and GAAP (except to the extent that the specific accounting policies and procedures used to prepare the September 30, 2012 Financial Statements differ from GAAP), except, with respect to each of the foregoing, that the Measurement Date Balance Sheet will include the impact of the payment of Paid Off Indebtedness in connection with the Contemplated Transactions.
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Measurement Date Balance Sheet has the meaning specified in Section ------------------------------ ------- 3.1(b)(ii). ----------
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Examples of Measurement Date Balance Sheet in a sentence

  • During the 30-day period following the receipt of the Measurement Date Balance Sheet, Parent and its independent accounting advisors shall be permitted to review the working papers of Ernst & Young, LLP and have access to the senior management of the Company.

  • For purposes of this Section 2.9, the Measurement Date Balance Sheet shall be prepared by Ernst & Young, LLP in accordance with the Balance Sheet Principles.

  • Parent will make the workpapers and back-up materials used in preparing the Measurement Date Balance Sheet available to Stockholders’Representative and Stockholders’ Representative’s accountants and other representatives at reasonable times and upon reasonable notice during (i) the review by Stockholders’ Representative of the Measurement Date Balance Sheet and (ii) the resolution by Parent and Stockholders’ Representative of any objections to the Measurement Date Balance Sheet.

  • In making such calculations, the Independent Accounting Firm shall consider only those items or amounts in the Measurement Date Balance Sheet delivered by Buyer, the Buyer Net Assets Calculation as to which Sellers’ Representative has disagreed, and shall prepare its calculations in accordance with the accounting policies and procedures used to prepare the June 30, 2012 Financial Statements, notwithstanding any conflict between such accounting policies and procedures and GAAP.

  • Any such Net Assets Objection Notice shall specify those items or amounts as to which Sellers’ Representative disagrees, and Sellers’ Representative shall be deemed to have agreed with all other items and amounts contained in the Measurement Date Balance Sheet, the Buyer Net Assets Calculation and certificate delivered by Buyer pursuant to Section 2.5(b).

  • The Parties agree that they will, and agree to cause their respective agents and representatives to, cooperate and assist in the preparation of the Measurement Date Balance Sheet and the calculation of Measurement Date Net Assets, and in the conduct of the reviews referred to in this Section 2.5, including, without limitation, the making available to the extent necessary of books, records, work papers and personnel.

  • This was intended to familiarize subjects with the strategic situation and the computer interface.

  • If Sellers’ Representative and Buyer have timely agreed or are deemed to have agreed to the Measurement Date Balance Sheet and the Buyer Net Assets Calculation, then no Net Assets Objection Notice shall be filed and Section 2.5(d) shall not be applicable.

  • As promptly as practicable, but no later than forty-five (45) days, after the Measurement Date, Buyer will cause the Measurement Date Balance Sheet, together with its certificate, to be delivered to Sellers’ Representative.

  • All fees and expenses relating to appointment of the Neutral Auditors and the work, if any, to be performed by the Neutral Auditors will be borne equally by the Company Shareholders (as a group and proportionately among the group) and the Surviving Corporation and the amounts so incurred by the Company Shareholders shall be accrued as a current liability on the Measurement Date Balance Sheet.


More Definitions of Measurement Date Balance Sheet

Measurement Date Balance Sheet means the Draft Measurement Date Balance Sheet, together with any revisions thereto pursuant to this Section 2.06(b), including the determination of the Accountant.
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Measurement Date Balance Sheet means the consolidated balance sheet of the Group as at the Measurement Date, which has been reviewed by the Auditors;
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Measurement Date Balance Sheet means the balance sheet of the Company determined in accordance with GAAP, as of the Measurement Date.
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Related to Measurement Date Balance Sheet

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

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

  • Final Balance Sheet has the meaning set forth in Section 3.3(b).

  • 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.

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

  • Reference Balance Sheet shall have the meaning assigned to it in Section 4.3.

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

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

  • Measurement Date means the most recent Payment Date specified in the first column of the Cumulative Net Loss Rate Table.

  • 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.

  • 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;

  • Reference Balance Sheet Date is defined in Section 3.5.

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

  • Pro Forma Note Balance means, with respect to any Distribution Date, the aggregate remaining principal amount of the Notes outstanding on such Distribution Date, after giving effect to distributions pursuant to clauses (i) through (xviii) of Section 5.7(a) hereof.

  • 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;

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

  • Consolidated Cash Balance means, at any time, the aggregate amount of cash, cash equivalents, marketable securities, treasury bonds and bills, certificates of deposit, investments in money market funds and commercial paper, in each case, held or owned by (whether directly or indirectly), credited to the account of, or otherwise reflected as an asset on the balance sheet of, the Parent MLP and its Consolidated Subsidiaries.

  • Total Consolidated Capitalization means, at any time, the sum of (i) Total Consolidated Debt plus (ii) the total amount of shareholder’s equity of the Company.

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

  • Scheduled Valuation Date means any original date that, but for the occurrence of an event causing a Disrupted Day, would have been a Valuation Date.

  • Consolidated Net Earnings means, for any period, the net income (loss) of Borrower for such period, as determined on a Consolidated basis and in accordance with GAAP.

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

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

  • Current Balance Sheet means the balance sheet of the Company as at March 31, 1998 which is included in the Initial Financial Statements.

  • Annual Balanced Budget means that, in each Funding Year of the term of this Agreement, the total revenues of the HSP are greater than or equal to the total expenses, from all sources, of the HSP;

  • Off-Balance Sheet Obligations With respect to any Person and any date, to the extent not included as a liability on the balance sheet of such Person, all of the following with respect to such Person as of such date: (a) monetary obligations under any financing lease or so-called “synthetic,” tax retention or off-balance sheet lease transaction that, upon the application of any Insolvency Laws, would be characterized as indebtedness, (b) monetary obligations under any sale and leaseback transaction that does not create a liability on the balance sheet of such Person, or (c) any other monetary obligation arising with respect to any other transaction that (i) is characterized as indebtedness for tax purposes but not for accounting purposes, or (ii) is the functional equivalent of or takes the place of borrowing but that does not constitute a liability on the balance sheet of such Person (for purposes of this clause (c), any transaction structured to provide tax deductibility as interest expense of any dividend, coupon or other periodic payment will be deemed to be the functional equivalent of a borrowing).