Reference Closing Statement definition

Reference Closing Statement means the pro forma balance sheet of the Business as of the Reference Date set forth, for illustrative purposes, in Section 2.07(c)(i) of the Seller Disclosure Schedule (assuming, for this purpose, the Closing occurred, and that the Reinsurance Agreement became effective, as of the Reference Date).

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Reference Closing Statement means the statement attached as Schedule D.

Reference Closing Statement means the sample calculation of Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses, in each case, as of the close of business on the Reference Balance Sheet Date, which is attached for illustrative purposes only as Exhibit E.

Examples of Reference Closing Statement in a sentence

The Estimated Closing Statement shall be prepared in accordance with the Transaction Accounting Principles applied in a manner consistent with the preparation of the Reference Closing Statement and be in the same format as the Reference Closing Statement.
No later than sixty (60) days after the Distribution Date, Remainco shall deliver to Merger Partner a statement (the “Spinco Initial Post-Closing Statement”) in the same format as the Spinco Reference Closing Statement, setting forth Remainco’s calculation of the Spinco Closing Net Working Capital, the Spinco Closing Cash Amount and the Spinco Closing Indebtedness Amount.
The Merger Partner Estimated Closing Statement, the Merger Partner Estimated Dividend Amount, the Merger Partner Estimated Dividend Amount Per Share and the Merger Partner Initial Closing Statement and the components, determinations and calculations thereof shall be prepared in good faith in accordance with the Merger Partner Transaction Accounting Principles and the Merger Partner Reference Closing Statement.
The Estimated Closing Statement will be prepared in good faith in accordance with the Accounting Principles and the CTE95 Model and Calculation Methodologies, and will be in the same format as the Reference Closing Statement.
In determining the Disputed Items, the Independent Expert (1) shall be bound solely by the Accounting Methodologies and the Reference Closing Statement and (2) shall consider only the Disputed Items.

More Definitions of Reference Closing Statement

Reference Closing Statement means the Closing Statement attached as Exhibit 11.16-2.

Reference Closing Statement means the statement attached as Schedule A. Registration Authority shall mean the State Administration of Industry and Commerce or its authorised local authority. Representatives shall mean, with respect to any Person, such Person's Affiliates, directors, managers, officers, employees, legal or financial advisors, agents or other representatives, or anyone acting on behalf of them or such Person. Requisite Approvals shall mean any approval/clearance to be obtained by an Approval Authority in accordance with the provisions hereof. Revised Approval Certificate shall mean the revised approval certificate of the Company to be issued by the Approval Authority evidencing the approval of the transfer of Transferred Shares contemplated by this Agreement. Revised Business License shall mean the revised business license of the Company to be issued by the Registration Authority, evidencing registration of the transfer of Transferred Shares contemplated by this Agreement. Seller Fundamental Representations means Article 5.1(a) (Incorporation and Standing), Article 5.1(b) (Power and Authority), Article 5.1(c) (Binding Effect) and Article 5.1(g) (Good Title). Tax or Taxes shall mean any national, provincial, municipal, or local taxes, charges, fees, levies, or other assessments, including all net income (including foreign investment enterprise income tax and individual income withholding tax), sales, use, transfer, turnover (including value-added tax, business tax, and consumption tax), resource, special purpose, documentation (including stamp duty and deed tax), filing, recording, social insurance (including pension, medical, unemployment, housing, and other social insurance withholding), tariffs (including import duty), and estimated taxes, charges, fees, levies, or other assessments levied by any Government Authority of any kind whatsoever and any interest, penalties or additions in connection therewith. Transaction shall mean the transfer of the Transferred Shares by the Seller to the Purchaser to be completed in accordance with the provisions hereof, and the effecting of the New JV Contract and the New Articles of Association. Transaction Documents shall mean this Agreement, the New JV Contract and the New Articles of Association and any other documents entered into by the Parties in relation to the Transaction.

Reference Closing Statement means the statement set forth on Schedule 1.01(f), which is attached for illustrative purposes only.

Reference Closing Statement means the illustrative closing statement setting forth a calculation of Closing Net Worth (including Outstanding Company Indebtedness and Transaction Expenses), the Tax Benefit Amount and the Deferred Tax Asset Amount as if the Closing had occurred on December 31, 2015, prepared in accordance with the Accounting Methodologies, and attached hereto as Section 1.01(a)(3) of the Company Disclosure Schedule.

Reference Closing Statement means the illustrative closing statement as attached hereto as Section 1.1(c) of the Seller Disclosure Schedule.

Reference Closing Statement means the unaudited statement attached as Exhibit A. “Registered Intellectual Property Rights” shall mean all Group Company Owned Intellectual Property Rights that are the subject of an application, issuance, certificate, filing, registration, or other document issued, filed with, or recorded by any Regulatory Authority or authorized private registrar in any jurisdiction, including but not limited to registered Trademarks, industrial designs, domain names, Copyrights, Patents, and pending applications for any of the foregoing. “Regulatory Authority” shall mean any government, court, arbitrator, department, commission, board, bureau, tribunal, agency, minister, securities exchange, authority, instrumentality, or other body exercising judicial, quasi-judicial, legislative, taxation, executive or

Reference Closing Statement means the form of Closing Statement set forth at Exhibit B as prepared on February 4, 2025.

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