Closing Date Financial Statements definition

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

Closing Date Financial Statements has the meaning assigned to such term in Section 3.01(e).

Closing Date Financial Statements means (a) (i) audited consolidated balance sheets of the Parent as at the end of each of the 2015, 2016 and 2017 fiscal years, and related statements of operations, comprehensive income (loss), stockholders’ equity and cash flows of the Parent for each of the 2015, 2016 and 2017 fiscal years and (ii) audited condensed consolidated balance sheets of CBI as at the end of each of the 2015, 2016 and 2017 fiscal years, and related condensed consolidated statements of comprehensive income (loss), shareholders’ equity and cash flows of CBI for each of the 2015, 2016 and 2017 fiscal years and (b) (i) an unaudited consolidated balance sheet of the Parent as at the end of, and related statements of operations, comprehensive income (loss) and cash flows of the Parent for, each fiscal quarter (and the corresponding quarter in the prior fiscal year), other than the fourth fiscal quarter of the Parent’s fiscal year, subsequent to the date of the most recent audited financial statements of the Parent and ended more than 45 days prior to the Effective Date and (ii) an unaudited condensed consolidated balance sheet of CBI as at the end of, and related condensed consolidated statements of comprehensive income (loss) and cash flows of CBI for, each fiscal quarter (and, in the case of the statement of income and cash flows, the corresponding quarter in the prior fiscal year), other than the fourth fiscal quarter of CBI’s fiscal year, subsequent to the date of the most recent audited financial statements of the Parent and ended more than 45 days prior to the Effective Date.

Examples of Closing Date Financial Statements in a sentence

• Notwithstanding the foregoing, the Shareholders will only be liable to Buyer for any such Taxes described in this Section to the extent that such Taxes exceed the sum of (A) the amount, if any, of estimated Taxes paid for such Taxes on or before the Closing Date plus (B) the amount, if any, accrued for such Taxes in the Closing Date Financial Statements.

• Except as provided herein, no civil action with respect to any Closing Date Financial Statements Dispute (or the failure of the Accountants to render a timely determination) may be commenced until the matter has been submitted to a mediator at Arbitration Place in Toronto as agreed by the Parties or such other entity as agreed by the Parties, acting reasonably, (the “ Mediator”) in Toronto, Ontario for mediation.

• Within ninety (90) days of the Closing Date, the Buyer will cause the Company to furnish to the Shareholders the Closing Date Financial Statements showing, in reasonable detail, Buyer’s calculation of Net Working Capital.

• Failure of the Accountants to render a decision within ninety (90) days after the Submission shall cause the Closing Date Financial Statements Dispute to be submitted to mediation in accordance with Subsection (v) below.

• The preliminary purchase price for the shares was determined on the basis of preliminary financial statements of BAGR as of 31 March 2023 ("Closing Date Financial Statements") and quantified at EUR 72,322,000.00 ("Preliminary Purchase Price"), whereby an enterprise value in the amount of EUR 120,000,000.00 was taken as a basis.

More Definitions of Closing Date Financial Statements

Closing Date Financial Statements. See Section 2.2(a);

Closing Date Financial Statements shall have the meaning assigned to such term in Section 7.02(a).

Closing Date Financial Statements means the reviewed consolidated balance sheets of the Company (as defined in the Acquisition Agreement) as of and for the periods ended (as applicable) December 31, 2018 and December 31, 2019, and the related reviewed statements of income, owners’ equity and cash flows (or the equivalent) for the fiscal year then ended.

Closing Date Financial Statements means the management prepared balance sheet and income statement of Tribute Pharma and Tribute Pharmaceuticals for the period ended September 30, 2011, with statements for the stub period (period from September 30, 2011 to the actual Closing Date) to be prepared in accordance with GAAP;

Closing Date Financial Statements. (a) the audited consolidated balance sheets of Parent and its consolidated Subsidiaries as at the end of, and related statements of income and cash flows for, the three prior fiscal years ended at least 90 days before the Closing Date;

Closing Date Financial Statements has the meaning specified in Section 6.06.

Closing Date Financial Statements means the Closing Date Balance Sheet and the Closing Date Working Capital Statement.