Proposed Final Closing Balance Sheet definition

Proposed Final Closing Balance Sheet as defined in Section 2.7(a).

Proposed Final Closing Balance Sheet has the meaning set forth in Section 2.2(c) hereof.

Proposed Final Closing Balance Sheet means a Closing Date Balance Sheet for the COMPANY prepared by ITP in accordance with Section 3.3.

Examples of Proposed Final Closing Balance Sheet in a sentence

• The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the parties.

• The Proposed Final Closing Balance Sheet and the determination of Net Working Capital reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Principles.

• The Proposed Final Closing Balance Sheet, together with such schedules, is referred to herein as the “Proposed Final Closing Statement”.

• The decision of the Accounting Firm with respect to the disputed items of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement submitted to it will be final, conclusive and binding on the Parties.

• Migration permits more Mexican nationals to find jobs in the US than NAFTA was expected to create in Mexico, even under the best of circumstances.

• The Proposed Final Closing Balance Sheet and Post-Closing Statement will be prepared in accordance with the Accounting Principles and without giving effect to any changes resulting from the consummation of the Contemplated Transactions on the Closing Date.

• Any Dispute Notice must set forth in reasonable detail and with reasonable supporting documentation (i) any item on the Proposed Final Closing Balance Sheet or the Proposed Final Closing Statement which Seller believes has not been prepared in accordance with this Agreement and the correct amount of such item and (ii) Seller’s alternative calculation of the Net Working Capital, as applicable (such amounts the “Disputed Amounts”).

• As used herein, the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, as adjusted to reflect any changes agreed to by the parties and the decision of the Accounting Firm, in each case, pursuant to this Section 2.05, are referred to herein as the “Final Closing Balance Sheet” and the “Final Closing Statement,” respectively.

• In connection with the review of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement, the Buyer Parties shall provide Seller and its Representatives with reasonable access to the personnel, books, records, documents and other information of the Company.

• In preparing the Proposed Final Closing Balance Sheet, the Purchaser shall be entitled to reasonable access to all relevant Books and Records and personnel of the Seller Parties and their respective Representatives.

More Definitions of Proposed Final Closing Balance Sheet

Proposed Final Closing Balance Sheet means a Closing Date Balance Sheet for the COMPANY prepared by ITP in accordance with Section 3.4.

Proposed Final Closing Balance Sheet is defined in Section 1.5(c). “Proposed Final Closing Statement” is defined in Section 1.5(c). “Publicly Available Software” means each of (i) any Software that contains, or is derived in any manner (in whole or in part) from, any Software that is distributed as free Software, open source Software, copyleft Software, or community Software (e.g., under any license that is, or is substantially similar to, a license now or in the future approved by the Open Source Initiative, including the GNU Affero General Public License, GNU General Public License, GNU Lesser General Public License, BSD License, Apache Software License, MIT License), or pursuant to similar licensing and/or distribution models; and (ii) any Software that requires the Company as a condition of use, modification, hosting and/or distribution of such Software used or developed

Proposed Final Closing Balance Sheet together with a written statement setting forth in reasonable detail its proposed final determination of the Closing Debt Amount, the Locked Box Amount, the Seller Transaction Expenses and Net Working Capital (the “Proposed Final Closing Statement”). The Proposed Final Closing Balance Sheet and the determination of Net Working Capital reflected on the Proposed Final Closing Statement will be prepared in accordance with the Accounting Principles and without giving effect to any changes resulting from the consummation of the Contemplated Transactions. The proposed final Closing Debt Amount and Seller Transaction Expenses shall be consistent with and supported by payoff letters and related written invoices obtained in connection with Closing. The Stockholders’ Committee and its Representatives shall have reasonable access to the work papers and other books and records of the Company and its Subsidiaries for purposes of assisting the Stockholders’ Committee and its Representatives in their review of the Proposed Final Closing Balance Sheet and the Proposed Final Closing Statement.

Proposed Final Closing Balance Sheet shall have the meaning specified in Section 3.2(c) of the Agreement.