Signing Balance Sheet definition

Signing Balance Sheet means an unaudited balance sheet of the Company as of the close of business on the Agreement Date and prepared in accordance with GAAP consistent with past practices (except for the absence of footnotes).
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Signing Balance Sheet means the Company’s balance sheet as of the Signing Balance Sheet Date delivered to Parent concurrently herewith, which has been reviewed and approved in advance of the date hereof by Parent.
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Signing Balance Sheet is defined in Section 5.9.
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Examples of Signing Balance Sheet in a sentence

  • The Audited Signing Balance Sheet and the Audited Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles, consistently applied, and shall fairly and accurately present the financial condition of the Company as of the respective dates thereof.

  • In the event that the Audited Closing Net Cash Balance will be the basis for an adjustment in the number of Aggregate Base Consideration Shares pursuant to Section 3.7(e), then a copy of the Audited Signing Balance Sheet, the Audited Closing Balance Sheet, the Audited Signing Net Cash Balance and the Audited Closing Net Cash Balance shall be made available to the Stockholders' Representatives.

  • La soumission technique devrait traiter clairement et de manière suffisamment approfondie des points faisant l'objet des critères d'évaluation en fonction desquels la soumission sera évaluée.

  • Prior to the execution of this Agreement, KP & Co. has sold in accordance with the terms of the Stockholders Agreement all the preferred stock of PWG previously owned by it to GECC for cash in the amount of $475,000,000, all of which cash (net of a tax sharing payment of $47,000,000) is included on the Signing Balance Sheet.

  • In the event that distribution or rollover of assets from the trust of a 401(k) plan which is terminated is reasonably anticipated to trigger liquidation charges, surrender charges, or other fees to be imposed upon the account of any participant or beneficiary of such terminated plan or upon the Company or the plan sponsor, then the Company shall take such actions as are necessary to reasonably estimate the amount of such charges and/or fees and provide such estimate to Parent in the Signing Balance Sheet.

  • If the Final Book Value is different from the adjusted book value of the Company as shown in the Signing Balance Sheet, then a post-closing adjustment shall be made to the Disposal Consideration equivalent to the amount of such difference.

  • Any disagreement over the Final Signing Balance Sheet (a "BALANCE SHEET DISPUTE") not resolved by the Purchaser and the Vendors' Representative within such 30 day period shall be submitted to KPMG, Toronto, or such other nationally recognized accounting firm as the Vendors' Representative and the Purchaser may agree (the "ACCOUNTANTS").

  • To determine whether a government official is entitled to qualified immunity, the Court must determine whether the facts alleged, taken in the light most favorable to the plaintiff, (1) violated a statutory or constitutional right, (2) that was clearly established at the time of the challenged conduct.

  • Within three (3) business days of the Closing Date, Parent may at its option provide the Stockholder Representative with a notice (the “Signing Balance Sheet Dispute Notice”) containing detailed written explanations of any disputed items in the Signing Balance Sheet and Parent’s calculation of Cash Balance.

  • If Parent delivers a Signing Balance Sheet Dispute Notice on a timely basis, Parent and the Shareholders’ Representative will attempt to resolve in good faith any disputed items during the 15-day period subsequent to the Shareholder Representative’s receipt of the Signing Balance Sheet Dispute Notice.


More Definitions of Signing Balance Sheet

Signing Balance Sheet means the balance sheet of dpiX as of --------------------- April 30, 1999 with a profit and loss statement for the period of March 1, 1999 to April 30, 1999 attached hereto as Exhibit H; ---------
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Signing Balance Sheet means the consolidated balance sheet of the ODL Group as at the Signing Date stating amongst other things the amount of Customer Assets, Customer Liabilities, Net Assets, prepared in accordance with the Accounts Standard;
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Signing Balance Sheet has the meaning specified in Section 3.6.
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Signing Balance Sheet means the unaudited combined and combining statement of financial condition for the Transferred Companies as of the Signing Date, prepared in good faith by the Transferor in accordance with GAAP, applying the Accounting Principles (which, for the avoidance of doubt, are modified to reflect GAAP to the extent required). Each of the unaudited statement of financial condition for ISI Group and the unaudited statement of financial condition for ISI UK used in the preparation of such unaudited combined and combining statement of financial condition for the Transferred Companies shall be reviewed separately on a standalone basis (and not combined and combining basis) by the Transferred Companies’ auditors in accordance with the review procedures specified by (i) with respect to ISI Group, the American Institute of Certified Public Accountants for a review of interim financial information as described in SAS No. 116 and SAS No. 122, and (ii) with respect to ISI UK, the International Standard on Review Engagements (U.K. and Ireland) 2410, Review of Interim Financial Information Performed by the Independent Auditor of the Entity, in the case of each of clauses (i) and (ii), accompanied by such auditor’s review report.
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Signing Balance Sheet means the balance sheet of CCPH and the Subsidiaries as at 31 July 2012 in the form annexed to this Agreement;
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Related to Signing Balance Sheet

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

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

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

  • 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.

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

  • 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;

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

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

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

  • Unaudited Interim Balance Sheet has the meaning set forth in Section 2.4(a) of this Agreement.

  • Preliminary Closing Balance Sheet shall have the meaning set forth in Section 2.3(c)(i).

  • 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.

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

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

  • Balance Sheets shall have the meaning set forth in Section 5.7(a).

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

  • Audited Company Balance Sheet means the consolidated balance sheet (and the notes thereto) of the Company and its consolidated Subsidiaries as of December 31, 2019 set forth in the Company’s Annual Report on Form 10-K filed by the Company with the SEC for the fiscal year ended December 31, 2019.

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

  • Off-Balance Sheet Arrangement means any transaction, agreement or other contractual arrangement to which an entity unconsolidated with the Borrower is a party, under which the Borrower has:

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

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

  • 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).

  • Off-Balance Sheet Obligation means, with respect to any Person, any Obligation of such Person under a synthetic lease, tax retention operating lease, off-balance sheet loan or similar off-balance sheet financing classified as an operating lease in accordance with GAAP, if such Obligations would give rise to a claim against such Person in a proceeding referred to in Section 6.01(h).

  • Company Balance Sheet Date means December 31, 2014.

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

  • Off-Balance Sheet Liabilities of any Person shall mean (i) any repurchase obligation or liability of such Person with respect to accounts or notes receivable sold by such Person, (ii) any liability of such Person under any sale and leaseback transactions that do not create a liability on the balance sheet of such Person, (iii) any Synthetic Lease Obligation or (iv) any obligation arising with respect to any other transaction which is the functional equivalent of or takes the place of borrowing but which does not constitute a liability on the balance sheet of such Person.