The Closing Date Balance Sheet definition

The Closing Date Balance Sheet shall set forth the consolidated Net Working Capital (as defined below) of Atlantic Disposal. Seller shall have the right to review all of the Purchaser's work papers and all relevant records of the Purchaser, Atlantic Disposal and the Subsidiaries relating to the Closing Date Balance Sheet. For purposes of this Agreement, Net Working Capital of Atlantic Disposal shall mean the current assets of Atlantic Disposal, less all current liabilities excluding only the Excluded Liabilities, in each case as determined in accordance with generally accepted accounting principles, applied consistently with the accounting methods and principles used to prepare the financial statements referred to in Section 2.7.
Sample 1
The Closing Date Balance Sheet shall be prepared in a manner consistent with the Reference Date Balance Sheet (including with respect to adjustment procedures, discretionary allocations and other judgments) and shall reflect the consolidation of the assets and Liabilities of Acquired Companies and the Business in accordance with GAAP; provided, however, that, notwithstanding anything contained on the Reference Date Balance Sheet or herein to the contrary, the Closing Date Balance Sheet (i) shall not include any intercompany accounts as between any of the Acquired Companies, on the one hand, and Parent or any subsidiary or Affiliate of Seller (other than the Acquired Companies), on the other hand, including, without limitation, the Intergroup Receivables; (ii) shall not include any purchase accounting adjustments; (iii) shall not contain any Excluded Liabilities or any Liabilities related to indebtedness (other than capital lease obligations), including, without limitation, the Barclays Debt; (iv) shall not include any Liability underlying the obligations of the Acquired Companies with respect to the Continued Employee Payment or the Chameleon Payment (it being agreed that such Liabilities and corresponding payments shall be determined and paid pursuant to Section 2.2(c)); (v) shall include only such inventory that is (A) reflected on the Reference Date Balance Sheet or has been manufactured since the Reference Date, and (B) located at the Andover Facility or such other locations designated by Buyer. All foreign currency amounts shall be expressed in United States dollars using the exchange rate and conversion mechanism as required by GAAP; and (vi) shall include as an accrued expense for unpaid Taxes for the 1998 and 1999 Tax years an amount equal to that shown on the Reference Date Balance Sheet for such Tax years (for the avoidance of doubt, it is agreed among the parties that any deficiencies of such accrual shall be resolved on a dollar-for-dollar basis pursuant to the 1998/1999 Tax Make-Whole Payment under Section 2.2(c) or, as necessary, the indemnification rights under Section 14.3). Parent shall have the right to review the computations and work papers (including access to accountants' work papers, subject to such confidentiality restrictions and indemnities as Buyer's accountants shall reasonably request) and underlying books and records used in connection with Buyer's preparation of the Closing Date Balance Sheet and to have access to the key employees and independent accounta...
Sample 1
The Closing Date Balance Sheet shall set forth the consolidated Net Working Capital (as defined below) of Atlantic New York. Seller shall have the right to review all of the Purchaser's work papers and all relevant records of the Purchaser and Atlantic New York relating to the Closing Date Balance Sheet. For purposes of this Agreement, Net Working Capital of Atlantic New York shall mean the current assets of Atlantic New York, less all current liabilities in each case as determined in accordance with generally accepted accounting principles, applied consistently with the accounting methods and principles used to prepare the financial statements referred to in Section 2.7.
Sample 1

Examples of The Closing Date Balance Sheet in a sentence

  • The Closing Date Balance Sheet shall be prepared in accordance with GAAP, on a basis consistent with the accounting practices of PentaStar.

  • The Closing Date Balance Sheet shall be prepared in a format identical, in all material respects, to the Balance Sheet and in a manner using the accounting procedures, methodologies, tests and approaches as those described in Section 2.5 of the Disclosure Schedule.

  • This delegation requires a subsequent update of the sales prospectus.

  • The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by Buyer and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

  • The Closing Date Balance Sheet and the Closing Date RQ Working Capital shall be prepared in accordance with GAAP applied on a basis consistent with the Financial Statements.

  • The Closing Date Balance Sheet attached hereto as Schedule 3.2 is complete and correct in all material respects and presents fairly in all material respects the financial condition of the Borrower and its Subsidiaries, on a consolidated basis, as of the Closing Date, based upon the balance sheet of the Borrower and its Subsidiaries prepared as of July 3, 2009.

  • The Closing Date Balance Sheet shall present fairly, on a good faith basis, the estimated financial position of the Network Business as of the Closing Date, subject to the GAAP Exceptions and the Closing Date Balance Sheet Exceptions.

  • The Closing Date Balance Sheet shall be prepared in a manner consistent with the preparation of the balance sheet contained in the unaudited management reports for Seller as of March 31, 2010.

  • The Closing Date Balance Sheet shall be prepared using the accounting principles, procedures, policies and methods used by Sellers in preparing the Audited Balance Sheet, including the types of adjustments set forth in the notes to the Audited Balance Sheet.

  • The Closing Date Balance Sheet will be prepared by Arthxx Xxxexxxx XXX in accordance with GAAP on a basis consistent with the historical accounting practices of the Company used in connection with the preparation of the Company's audited balance sheet for the period ended December 31, 1998.

Related to The Closing Date Balance Sheet

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

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

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

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

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

  • 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.

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

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

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

  • Closing Date Business Plan means the set of Projections of Borrowers for the 3 year period following the Closing Date (on a year by year basis, and for the 1 year period following the Closing Date, on a month by month basis), in form and substance (including as to scope and underlying assumptions) satisfactory to Agent.

  • 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.

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

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

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

  • 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).

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

  • Target Closing Date means three (3) Business Days following receipt of the Approval and Vesting Order, or such other date as the Parties may agree.

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).

  • Company Balance Sheet Date means December 31, 2014.

  • Closing Date Working Capital has the meaning specified in Section 2.3(b).

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

  • Original Closing Date means March 21, 2013.

  • Final Closing Date shall have the meaning specified in Section 7.2(a) hereof.

  • 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.

  • Closing Date Cash has the meaning specified in Section 3.4(a).