Pro Forma Completion Accounts definition

Pro Forma Completion Accounts means the pro forma consolidated statement of financial position of the Company as at close of business on the Completion Date, as prepared by the Seller in good faith and acting reasonably based on its knowledge as at the Pro Forma Completion Accounts Date.
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Pro Forma Completion Accounts has the meaning given in paragraph 1 of Schedule 6;
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Pro Forma Completion Accounts the pro-forma consolidated balance sheet of the business and economic entities included in the Management Accounts which, for the avoidance of doubt, shall be limited to the Business and the pro-forma consolidated profit and loss account of the business and economic entities included in the Management Accounts which, for the avoidance of doubt, shall be limited to the Business prepared in accordance with the accounting policies, principles, practices, evaluation rules and procedures, methods and bases adopted in preparation of the Management Accounts, in each case using the format adopted for the balance sheet or profit and loss account (as the case may be) comprised within the Management Accounts and being annexed to this Agreement (for the purposes of illustration only) as Appendix 3; and
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Examples of Pro Forma Completion Accounts in a sentence

  • On the other hand, if the Eastlink NAV shown in the Reviewed Completion Accounts is less than the Eastlink NAV shown in the Pro Forma Completion Accounts, the Vendor shall pay the shortfall amount to VSC Property within five Business Days from the date receiving the Reviewed Completion Accounts.

  • No adjustment to the Consideration shall be made if the respective Eastlink NAVs shown in the Reviewed Completion Accounts and the Pro Forma Completion Accounts are equal to each other.

  • Adjustments to the Consideration The Vendor has provided the Pro Forma Completion Accounts to VSC Property on the date of the Sale and Purchase Agreement.

  • If the Completion Adjusted NAV shown in the Pro Forma Completion Accounts are subsequently found to be overstated, the Vendor is liable to compensate the Company for the overstated amount on a dollar to dollar basis.

  • In case the amount of net asset value of Eastlink (the “Eastlink NAV”) shown in the Completion Accounts reviewed by the accountants mentioned above (the “Reviewed Completion Accounts”) is greater than the Eastlink NAV shown in the Pro Forma Completion Accounts, VSC Property shall pay the amount in excess to the Vendor within five Business Days from the date receiving the Reviewed Completion Accounts.

  • In case the amount of net asset value of He Tai (the “He Tai NAV”) shown in the Completion Accounts reviewed by the accountants mentioned above (the “Reviewed Completion Accounts”) is greater than the He Tai NAV shown in the Pro Forma Completion Accounts, Green Success shall pay the amount in excess to the Vendor within five Business Days from the date receiving the Reviewed Completion Accounts.

  • Based on the information available to the Company, there is nothing to suggest that the Completion Accounts will substantially deviate from the Pro Forma Completion Accounts and hence, it is expected that the Consideration Adjustment (if any) would not affect the classification of the Disposal under Chapter 14 of the Listing Rules.

  • On the other hand, if the He Tai NAV shown in the Reviewed Completion Accounts is less than the He Tai NAV shown in the Pro Forma Completion Accounts, the Vendor shall pay the shortfall amount to Green Success within five Business Days from the date receiving the Reviewed Completion Accounts.

  • Consideration Pursuant to the Sale and Purchase Agreement, the consideration payable by the Purchaser is HK$900,000,000 plus the amount of the Net Asset Value as set out in the Pro Forma Completion Accounts (if it is a positive amount) or minus the absolute value of the amount of the Net Asset Value as set out in the Pro Forma Completion Accounts (if it is a negative amount) ("Initial Purchase Price") (subject to the adjustment mechanism set out in the paragraph headed "Adjustment of consideration" below).

  • CONSIDERATION Pursuant to the Sale and Purchase Agreement, the Purchaser has paid the Consideration of HK$282,681,616 in full (subject to Consideration Adjustment) in cash to the Vendor on Completion which represents the sum of (i) the value of the Property as agreed between the Vendor and Purchaser in the sum of HK$285,000,000 and (ii) the Net Asset Value determined with reference to the Pro Forma Completion Accounts.


More Definitions of Pro Forma Completion Accounts

Pro Forma Completion Accounts the pro-forma balance sheet of the Company referred to in paragraph 3 of Part 1 of Schedule 7;
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Related to Pro Forma Completion Accounts

  • Pro Forma Cost Savings means, without duplication of any amounts referenced in the definition of “Pro Forma Basis,” an amount equal to the amount of cost savings, operating expense reductions, operating improvements (including the entry into any material contract or arrangement) and acquisition synergies, in each case, projected in good faith to be realized (calculated on a pro forma basis as though such items had been realized on the first day of such period) as a result of actions taken on or prior to, or to be taken by Lead Borrower (or any successor thereto) or any Restricted Subsidiary within 24 months of, the date of such pro forma calculation, net of the amount of actual benefits realized or expected to be realized during such period that are otherwise included in the calculation of Consolidated EBITDA from such action; provided that (a) such cost savings, operating expense reductions, operating improvements and synergies are factually supportable and reasonably identifiable (as determined in good faith by a responsible financial or accounting officer, in his or her capacity as such and not in his or her personal capacity, of Lead Borrower (or any successor thereto)) and are reasonably anticipated to be realized within 24 months after the date of such pro forma calculation and (b) no cost savings, operating expense reductions, operating improvements and synergies shall be added pursuant to this definition to the extent duplicative of any expenses or charges otherwise added to Consolidated Net Income or Consolidated EBITDA, whether through a pro forma adjustment or otherwise, for such period; provided, further, that the aggregate amount added in respect of the foregoing proviso (or otherwise added to Consolidated Net Income or Consolidated EBITDA) shall no longer be permitted to be added back to the extent the cost savings, operating expense reductions, operating improvements and synergies have not been achieved within 24 months of the action or event giving rise to such cost savings, operating expense reductions, operating improvements and synergies.

  • Completion Accounts means the consolidated balance sheet of the Target Group as at the close of business on the date of Completion and a consolidated profit and loss account of the Target Group for the period from the Last Accounts Date up to and including the date of Completion, which shall be prepared in accordance with Schedule 5.

  • Pro Forma Compliance means, with respect to any transaction, that such transaction does not cause, create or result in a Default after giving Pro Forma Effect, based upon the results of operations for the most recently completed Measurement Period to (a) such transaction and (b) all other transactions which are contemplated or required to be given Pro Forma Effect hereunder that have occurred on or after the first day of the relevant Measurement Period.

  • Pro Forma Compliance Certificate means a certificate of a Responsible Officer of the Borrower containing reasonably detailed calculations of the financial covenants set forth in Section 8.11 recomputed as of the end of the period of the four fiscal quarters most recently ended for which the Borrower has delivered financial statements pursuant to Section 7.01(a) or (b) after giving effect to the applicable transaction on a Pro Forma Basis.

  • Pro Forma Debt Service means with respect to the Borrower and the Restricted Subsidiaries, on a consolidated basis, with respect to the next succeeding complete twelve (12) month period following the calculation date, and after giving effect to any Interest Rate Hedge Agreements and Eurodollar Advances, the amount of all (i) scheduled payments of principal on Indebtedness for Money Borrowed for such period (including imputed principal payments with respect to Capitalized Lease Obligations), determined on the basis of the aggregate amount of Indebtedness for Money Borrowed outstanding as of the date of calculation and giving effect to any mandatory reductions in the Commitments and the operation of the other terms of this Agreement (or other instruments or agreements governing Indebtedness for Money Borrowed) during such next succeeding twelve (12) month period, (ii) cash interest payable (including imputed interest with respect to Capitalized Lease Obligations) with respect to Indebtedness for Money Borrowed of such Persons, (iii) fees payable under this Agreement and the other Loan Documents (but specifically excluding fees paid during previous periods but amortized during such period in accordance with GAAP), and (iv) other payments (including fees) payable by such Persons during such period in respect of Indebtedness for Money Borrowed (other than voluntary prepayments under Section 2.7 hereof). For purposes of this definition, where interest payments for the twelve (12) month period immediately succeeding the calculation date are not fixed by way of Interest Rate Hedge Agreements, Eurodollar Advances, or otherwise for the entire period, interest shall be calculated on such Indebtedness for Money Borrowed for periods for which interest payments are not so fixed at the Eurodollar Basis (as determined on the date of calculation and based on the then current adjustment under Section 2.3(f) hereof) for a Eurodollar Advance having an Interest Period of twelve (12) months; provided, however, that if such Eurodollar Basis cannot be determined in the reasonable opinion of the Administrative Agent, such interest shall be calculated using the Base Rate Basis as then in effect.

  • Pro Forma Disposal Adjustment means, for any four-quarter period that includes all or a portion of a fiscal quarter included in any Post-Transaction Period with respect to any Sold Entity or Business, the pro forma increase or decrease in Consolidated EBITDA projected by the Borrower in good faith as a result of contractual arrangements between the Borrower or any Restricted Subsidiary entered into with such Sold Entity or Business at the time of its disposal or within the Post-Transaction Period and which represent an increase or decrease in Consolidated EBITDA which is incremental to the Disposed EBITDA of such Sold Entity or Business for the most recent four-quarter period prior to its disposal.

  • Required Pro Forma Note Balance means, with respect to any Distribution Date, a dollar amount equal to (x) the Pool Balance as of the end of the prior calendar month minus (y) the excess of (i) 14.75% of the Pool Balance as of the end of the prior calendar month over (ii) the Specified Reserve Balance.

  • Incremental Available Transfer Capability Revenue Rights means the rights to revenues that are derived from incremental Available Transfer Capability created by the addition of Merchant Transmission Facilities or of one of more Customer-Funded Upgrades.

  • Pro Forma Effect means, with respect to compliance with any test or covenant hereunder, that (A) to the extent applicable, the Pro Forma Adjustment shall have been made and (B) all Specified Transactions and the following transactions in connection therewith shall be deemed to have occurred as of the first day of the applicable period of measurement in such test or covenant: (a) income statement items (whether positive or negative) attributable to the property or Person subject to such Specified Transaction, (i) in the case of a sale, transfer or other disposition of all or substantially all Stock in any Subsidiary of the Borrower or any division, product line, or facility used for operations of the Borrower or any of its Subsidiaries, shall be excluded, and (ii) in the case of a Permitted Acquisition or Investment described in the definition of “Specified Transaction”, shall be included, (b) any retirement of Indebtedness and (c) any incurrence or assumption of Indebtedness by the Borrower or any of the Restricted Subsidiaries in connection therewith (it being agreed that if such Indebtedness has a floating or formula rate, such Indebtedness shall have an implied rate of interest for the applicable period for purposes of this definition determined by utilizing the rate that is or would be in effect with respect to such Indebtedness as at the relevant date of determination); provided that, without limiting the application of the Pro Forma Adjustment pursuant to (A) above (but without duplication thereof), the foregoing pro forma adjustments may be applied to any such test or covenant solely to the extent that such adjustments are consistent with the definition of Consolidated EBITDA and give effect to events (including operating expense reductions) that are (i) (x) directly attributable to such transaction, (y) expected to have a continuing impact on the Borrower and the Restricted Subsidiaries and (z) factually supportable or (ii) otherwise consistent with the definition of Pro Forma Adjustment.

  • Scheduled Project Completion Date shall have the meaning specified in Section 6.3 (c);

  • Material Project EBITDA Adjustments means, with respect to each Material Project:

  • Pro Forma Transaction means any transaction consummated as part of any Permitted Acquisition, together with each other transaction relating thereto and consummated in connection therewith, including any incurrence or repayment of Indebtedness.

  • Project Completion Date means the date on which the Completion Certificate is issued;

  • Construction Account means the account by that name established in the FGR Subordinated Indebtedness Fund pursuant to the Second Resolution.

  • 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.

  • Scheduled Completion Date shall be the date set forth in Clause 10.3;

  • Tax increment revenues means the amount of ad valorem property taxes and specific local taxes attributable to the application of the levy of all taxing jurisdictions upon the captured assessed value of real and personal property in the zone. Tax increment revenues do not include any of the following:

  • Final Completion Date means the date on which Final Completion occurs.

  • 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:

  • Test Period means, at any time, the four consecutive fiscal quarters of Borrower then last ended (in each case taken as one accounting period) for which financial statements have been or are required to be delivered pursuant to Section 5.01(a) or (b).

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

  • Base Case Projections means the initial forecast for the Project prepared as of the Effective Date using the Base Case Financial Model.

  • Pro Forma Adjusted EBITDA shall have the meaning assigned to such term in Section 3.05(a).

  • Recalculation Date means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the “Recalculation Date” means the most recent Valuation Date under Paragraph 3.

  • project completion period means the period of sixty (60) months commencing from and expiring on for the construction and obtaining of Temporary Occupation Permit or Permits for the whole of the Development as provided in clause 3.3;

  • Construction Completion Date means the date by which the overall development of the Project is completed in accordance with the provisions of this Agreement and when the Construction Completion Certificate is issued by the Independent Engineer as per Article 14.1.