Pro Forma Accounts definition

Pro Forma Accounts means the documents in the Agreed Form comprising the following aggregated accounts of the Target Group Entities:

Pro Forma Accounts means separated financial statements and information related to provision of ANS, prepared by ANS provider in accordance with the requirements set out in Appendix II;

Pro Forma Accounts the pro forma consolidated profit and loss accounts of the Group for the period ending 31 December 2013 as set out in the Disclosure Bundle (Part A Document VI.E.2).

Examples of Pro Forma Accounts in a sentence

• For the purpose of establishing the Net Working Capital and the Net Outstanding Indebtedness the Seller shall prepare the Closing Balance Sheet in accordance with accounting principles and practices consistent with the accounting principles and practices applied with respect to the Pro Forma Accounts as if the Closing were the year end.

• The Pro Forma Accounts have been prepared in good faith and to the best knowledge of the Vendor to not contain any material misstatement.

• In reliance on the foregoing, the Purchaser agrees that the Pro Forma Accounts do not understate the pension liabilities in Germany as of 31 December 1999.

• The total consideration for the WPFSL Sale Shares will be made in cash and be equal to 1/21 of the consolidated net asset value of WPFSL and its subsidiary on the completion date of the WPFSL Shares Sale Agreement after (i) the Shareholders’ Loan Repayment; and (ii) the WPFSL Dividend Payment, such consolidated net asset value to be derived from the WPFSL Pro Forma Accounts.

• The Closing Balance Sheet shall be audited by KPMG at Subsidiary level and by Ernst & Young Accountants at consolidated Company's Group level as involved by the Seller in the same manner as the audit of the Pro Forma Accounts.

More Definitions of Pro Forma Accounts

Pro Forma Accounts means the pro forma combined profit and loss account of the Business for the accounting period ended on, and the combined balance sheet of the Business as at, the Last Accounting Date attached in Schedule 17.

Pro Forma Accounts means the unaudited combined statement of profit and loss for the Acquired Companies relating to the period from 1 January 2015 up and until the Pro Forma Accounts Date and the unaudited combined statement of the balance sheet for the Acquired Companies as of the Pro Forma Accounts Date reflecting the financial position in the Acquired Companies set forth in Schedule 2.1(g). “Pro Forma Accounts Date means 30 September 2015.

Pro Forma Accounts the good faith best estimate pro forma balance sheet of the Target Company immediately prior to Completion prepared by the Seller in a form agreed by the parties;

Pro Forma Accounts means the pro forma combined profit and loss account of the Business for the accounting period ended on, and the combined balance sheet of the Business as at, the Last Accounting Date attached in Schedule 17. “Property” means the properties described in Schedule 16. “PT DBI” means PT Danone Biscuits Indonesia. “PT DBSD” means PT Danone Biscuits Sales & Distribution. “Purchase Price” has the meaning set forth in Clause 2.2. “Reference Working Capital” is €74.6m (calculated as set out in Schedule 14). “Regulatory Approval” has the meaning given to it in Clause 7.2. “Relevant Agency” has the meaning set forth in Clause 3.1.2. “Relevant Claim” has the meaning set forth in Clause 6.1. “Reorganisation” means the reorganisation described in Schedule 8. “Retained Business Operations” has the meaning set forth in Clause 9.1.2. “Russian JV” means O.A.O. Bolshevik. “Sale of Assets Agreements” means the Vitapole Sale of Assets Agreement and the Head Office Sale of Assets Agreement. “Seller” has the meaning set forth in the Preamble to this Agreement. “Seller’s Subsidiary” means any Person which is as at the Offer Letter Date or which becomes after such date Controlled by the Seller (other than a Group Company). “Seller Tax Benefits” means a Tax reduction or entitlement to receive a refund, offset, credit or recovery (i) with respect to a Tax for which Buyer or any Buyer Affiliate is indemnifying the Seller or any Seller Affiliate pursuant to Schedule 3 Part D or (ii) with respect to a Loss for which Buyer or any Buyer Affiliate is indemnifying Seller or any Seller Affiliate, and in all cases to the extent Buyer or any Buyer Affiliate has made an indemnification payment to Seller or any Seller Affiliate pursuant to Schedule 3 Part D. “Shared Contract” means a contract to which the Seller or a Seller’s Subsidiary is a party under which goods and/or services are supplied to, or by, a third party to both (i) the Seller or a Seller’s Subsidiary on the one hand and (ii) one or more Group Companies on the other, including, without limitation, those contracts set out in attachment A4 to the Transitional Services Agreement. “Shares” means the shares in the capital of Target Companies listed in Schedule 2 Part A.

Pro Forma Accounts means the pro forma profit and losses statement and balance sheet of the Group Companies as presented in the EY Financial VDD Report.

Pro Forma Accounts means pro forma financial information of that description relating to the Group as at 30 September 2004 and in respect of the Financial Year ended on that date set out in (i) the final column of document 13.9 in the Data Room Index and (ii) the final column of document 13.3.3.9 in the Data Room Index;

Pro Forma Accounts the audited pro forma consolidated balance sheet and profit and loss account, cash flow statement and the explanatory notes thereto relating to the Industrial Packaging Division for the period ended on the Pro Forma Accounts Date containing comparative profit and loss and cash flow information for the period ending on December 31, 1998, attached to Schedule 4(i) as Annex 8, as prepared on a basis consistent with the accounting policies of the Company. Annex 8a to Schedule 4(i) discloses each item or discrete category of items included in "Provisions for liabilities and charges - Other provisions" in the Pro Forma Accounts and the amount reserved for such item or category Pro Forma Accounts Date: 31 December 1999