Proposed Closing Balance Sheet definition

Proposed Closing Balance Sheet has the meaning set forth in Section 2.4(d).

Proposed Closing Balance Sheet has the meaning set forth in Section 1.8(c).

Proposed Closing Balance Sheet has the meaning set forth in Section 3.02(b) hereof.

Examples of Proposed Closing Balance Sheet in a sentence

• The Proposed Closing Balance Sheet shall include all of the balance sheet line items included in the Estimated Closing Balance Sheet.

• The Holder Representative shall notify Purchaser in writing (the “ Notice of Disagreement”) prior to the expiration of the Closing Balance Sheet Review Period if the Holder Representative disagrees with the Proposed Closing Balance Sheet.

• Sellers’ Representative shall have the right to either accept or dispute the amounts reflected on the Proposed Closing Balance Sheet, including the amount of the Proposed Net Working Capital as reflected therein by delivering written notice (as applicable, an “Acceptance Notice” or a “Dispute Notice”) to the Purchaser before the expiration of the Objection Period.

• If no Notice of Disagreement is given to Purchaser prior to the expiration of the Closing Balance Sheet Review Period, then the Proposed Closing Balance Sheet shall be deemed to have been accepted by the Holder Representative and shall become final, binding and conclusive upon the Parties.

• The Dispute Notice shall identify with reasonable particularity each disputed item on the Proposed Closing Balance Sheet, shall specify the amount of such dispute and shall set forth the general basis for each item in dispute.

More Definitions of Proposed Closing Balance Sheet

Proposed Closing Balance Sheet means a balance sheet of the Company, prepared by the Purchaser in accordance with GAAP and containing a statement of the Net Working Capital, determined as of the Effective Time.

Proposed Closing Balance Sheet shall have the meaning set forth in Section 2.3(b) hereof.

Proposed Closing Balance Sheet means an unaudited balance sheet of the Company dated as of the Closing and prepared in accordance with GAAP and the sample balance sheet attached hereto as Schedule 2.07(a).

Proposed Closing Balance Sheet shall have the meaning set forth in Section 1.7 of the Agreement.

Proposed Closing Balance Sheet as defined in Section 1.3(a).

Proposed Closing Balance Sheet. Section 2.4.(b)(i) ------------------------------ "Purchase Price" - Section 2.1 -------------- "Real Property" - Section 3.12.(c) ------------- "Recent Balance Sheet" - Section 3.4 -------------------- "S-F Holding Financials" - Section 3.22.(a) ---------------------- "Settlement Date" - Section 2.3 --------------- "Shares" - Section 1 ------ "Shareholders' Accountants" - Section 2.4.(b)(ii) ------------------------- "Taxes" - Section 3.5.(a) ----- "Third Accounting Firm" - Section 2.4.(b)(iii) --------------------- Where any group or category of items or matters is defined collectively in the plural number, any item or matter within such definition may be referred to using such defined term in the singular number.

Proposed Closing Balance Sheet setting forth the calculation of Net Working Capital as of the Effective Time (the “Proposed Closing Net Working Capital”) as derived therefrom. Promptly upon furnishing the Proposed Closing Balance Sheet, (i) if the Proposed Net Closing Working Capital is less than the Pre-Closing Estimated Net Working Capital, but more than the Seller Amount, the Parties shall jointly instruct the Escrow Agent to draw upon Buyer’s Escrow Letter of Credit on January 2, 2014 an amount which, when added to the Seller Amount, will equal the Proposed Closing Net Working Capital and pay from the Escrow Account the proceeds thereof on or before January 6, 2014 to an account designated by Sellers; (ii) if the Proposed Closing Net Working Capital is greater than the Pre-Closing Estimated Net Working Capital, the Parties shall jointly instruct the Escrow Agent to draw down the complete Escrow Amount from Buyer’s Escrow Letter of Credit on January 2, 2014 and pay from the Escrow Account the proceeds thereof on or before January 6, 2014 to an account designated by Sellers (in either clause (i) or (ii) immediately preceding, the amount paid from the Escrow Account is the “Supplemental Amount”); or (iii) if the Proposed Closing Net Working Capital is both less than the Pre-Closing Estimated Net Working Capital and less than the Seller Amount, no draw shall be made upon Buyer’s Escrow Letter of Credit and no payment from the Escrow Account shall be made other than in accordance with Section 3(g) below.