Reference Closing Statement definition

Reference Closing Statement means the pro forma balance sheet of the Business as of the Reference Date set forth, for illustrative purposes, in Section 2.07(c)(i) of the Seller Disclosure Schedule (assuming, for this purpose, the Closing occurred, and that the Reinsurance Agreement became effective, as of the Reference Date).

Reference Closing Statement means the statement attached as Schedule D.

Reference Closing Statement means the sample calculation of Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses, in each case, as of the close of business on the Reference Balance Sheet Date, which is attached for illustrative purposes only as Exhibit E.

Examples of Reference Closing Statement in a sentence

• No later than sixty (60) days after the Closing Date, Buyer shall deliver to Seller: a statement (the “Initial Post-Closing Statement”), in the same format as the Reference Closing Statement, setting forth Buyer’s calculation of the Closing Net Working Capital, Target Working Capital and Closing Cash as of the Effective Time, and of the Closing Transaction Expenses and Closing Indebtedness as of the Closing.

• As used in this Agreement, “Closing Statement” shall mean (collectively) as of a specified time (i) an unaudited consolidated balance sheet of Sellers showing the net book value of the categories of assets and liabilities set forth in the Reference Closing Statement, but reflecting only the Purchased Assets and the Assumed Liabilities, (ii) a statement reflecting the calculation of the Net Working Capital and (iii) a statement reflecting the calculation of the Indebtedness Payoff Amount.

• The Merger Partner Estimated Closing Statement, the Merger Partner Estimated Dividend Amount, the Merger Partner Estimated Dividend Amount Per Share and the Merger Partner Initial Closing Statement and the components, determinations and calculations thereof shall be prepared in good faith in accordance with the Merger Partner Transaction Accounting Principles and the Merger Partner Reference Closing Statement.

• No later than sixty (60) days after the Distribution Date, Remainco shall deliver to Merger Partner a statement (the “Spinco Initial Post-Closing Statement”) in the same format as the Spinco Reference Closing Statement, setting forth Remainco’s calculation of the Spinco Closing Net Working Capital, the Spinco Closing Cash Amount and the Spinco Closing Indebtedness Amount.

• Schedule A Reference Closing Statement Share Transfer Agreement entered into on November 21, 2012, by and between: Ally Financial Inc.

More Definitions of Reference Closing Statement

Reference Closing Statement means the statement attached as Schedule A. Registration Authority shall mean the State Administration of Industry and Commerce or its authorised local authority. Representatives shall mean, with respect to any Person, such Person's Affiliates, directors, managers, officers, employees, legal or financial advisors, agents or other representatives, or anyone acting on behalf of them or such Person. Requisite Approvals shall mean any approval/clearance to be obtained by an Approval Authority in accordance with the provisions hereof. Revised Approval Certificate shall mean the revised approval certificate of the Company to be issued by the Approval Authority evidencing the approval of the transfer of Transferred Shares contemplated by this Agreement. Revised Business License shall mean the revised business license of the Company to be issued by the Registration Authority, evidencing registration of the transfer of Transferred Shares contemplated by this Agreement. Seller Fundamental Representations means Article 5.1(a) (Incorporation and Standing), Article 5.1(b) (Power and Authority), Article 5.1(c) (Binding Effect) and Article 5.1(g) (Good Title). Tax or Taxes shall mean any national, provincial, municipal, or local taxes, charges, fees, levies, or other assessments, including all net income (including foreign investment enterprise income tax and individual income withholding tax), sales, use, transfer, turnover (including value-added tax, business tax, and consumption tax), resource, special purpose, documentation (including stamp duty and deed tax), filing, recording, social insurance (including pension, medical, unemployment, housing, and other social insurance withholding), tariffs (including import duty), and estimated taxes, charges, fees, levies, or other assessments levied by any Government Authority of any kind whatsoever and any interest, penalties or additions in connection therewith. Transaction shall mean the transfer of the Transferred Shares by the Seller to the Purchaser to be completed in accordance with the provisions hereof, and the effecting of the New JV Contract and the New Articles of Association. Transaction Documents shall mean this Agreement, the New JV Contract and the New Articles of Association and any other documents entered into by the Parties in relation to the Transaction.

Reference Closing Statement means the statement set forth on Schedule 1.1(i).

Reference Closing Statement means the Closing Statement attached as Exhibit 11.16-2.

Reference Closing Statement means the illustrative closing statement setting forth a calculation of Closing Net Worth (including Outstanding Company Indebtedness and Transaction Expenses), the Tax Benefit Amount and the Deferred Tax Asset Amount as if the Closing had occurred on December 31, 2015, prepared in accordance with the Accounting Methodologies, and attached hereto as Section 1.01(a)(3) of the Company Disclosure Schedule.

Reference Closing Statement means, collectively, the illustrative closing statement as attached hereto as Section 1.1(c) of the Seller Disclosure Schedule and the Reference Balance Sheet.

Reference Closing Statement means the statement set forth set forth in Annex I.

Reference Closing Statement means the Closing Statement attached as Section 11.14-1 of the Disclosure Schedule.