Final Closing Date Balance Sheet definition

Final Closing Date Balance Sheet is defined in Section 2.5(c).

Final Closing Date Balance Sheet has the meaning set forth in Section 2.3(b)(vi).

Final Closing Date Balance Sheet means the definitive closing date balance sheet agreed to by Sellers and Buyers in accordance with Section 2.6(b) or the definitive closing date balance sheet resulting from the determination made by the Neutral Auditor in accordance with this Section 2.6(c) (in addition to those items theretofore agreed to by Sellers and Buyers).

Final Closing Date Balance Sheet based on the most recent financial information of the Company reasonably available to Regency, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Final Closing Date Balance Sheet and Estimated Net Working Capital, (iii) a calculation of the difference, if any, between the Closing Date Long-Term Debt shown on the Final Closing Date Balance Sheet and Estimated Closing Date Long-Term Debt, (iv) a calculation of the actual Pre-Closing Capex Amount (the “Final Pre-Closing Capex Amount”), together with a calculation showing the difference, if any, between the Final Pre-Closing Capex Amount and the Estimated Pre-Closing Capex Amount and (v) the final calculation of the Purchase Price Adjustment Amount. At any time during the 30-day period following receipt of the Final Adjustment Statement (the “Review Period”), ETE may deliver to Regency a written report containing any changes that ETE proposes be made to the Final Adjustment Statement (such written report, an “Objection Notice”). Regency shall provide to ETE such documentation and other data, and, during normal business hours, access to its and the Company’s officers, employees, agents and other personnel as is reasonably necessary to enable ETE to appropriately review the Final Adjustment Statement, including preparing a Final Closing Date Balance Sheet and making the calculations set forth in the first sentence of this Section 2.5(c). ETE shall be deemed to have waived any rights to object to the Final Adjustment Statement unless ETE delivers an Objection Notice to Regency within the Review Period and, if the Review Period expires without ETE so delivering an Objection Notice, then the Final Adjustment Statement shall become final and binding for all purposes of this Agreement. If ETE delivers an Objection Notice to Regency during the Review Period, then ETE and Regency shall attempt to agree on the amount of the actual Purchase Price Adjustment Amount. If such Parties cannot reach agreement within 30 days after the date on which ETE delivered such Objection Notice to Regency, the Parties shall refer the remaining disputed matters necessary to the final determination of the Purchase Price Adjustment Amount to PriceWaterhouseCoopers, or if PriceWaterhouseCoopers is unable or unwilling to perform its obligations under this Section 2.5(c), such other nationally-recognized independent accounting firm as is mutually agreed on by ETE and Regency (the “Accounting Firm”). The A...

Final Closing Date Balance Sheet means the consolidated balance sheet delivered by Seller to Buyer in accordance with Section 3.4.1.

Final Closing Date Balance Sheet has the meaning specified in the Coordinating Agreement.

Final Closing Date Balance Sheet means the balance sheet prepared in accordance with Section 5.10 hereof.

Final Closing Date Balance Sheet means the Closing Date Balance Sheet, together with any revisions thereto pursuant to this Section 2.5(b), the term "Final Closing Date Cash Amount" means the Cash as set forth on the Final Closing Date Balance Sheet and the term "Final Closing Date Working Capital" means the Working Capital of the Company immediately prior to the Effective Time on the Closing Date as set forth on the Final Closing Date Balance Sheet. Buyer and the Shareholders shall each be responsible for one-half of the fees and expenses of the Arbitrating Accountant.

Final Closing Date Balance Sheet has the meaning set forth in Section 2.4(c).