Accounting Reserves Sample Clauses

Accounting Reserves. Any accounting reserves, except for reserves and accruals created in the Ordinary Course of Business, that have been created by the Company prior to the Closing Date and that are reversed during the Earn-Out Period shall not count for purposes of calculating the PBT, provided, however, that to the extent such reserves created outside the Ordinary Course of Business are found insufficient during the Earn-Out Period entailing additional costs and expenses for the Group Companies in relation to the subject matter of such reserves, such costs and expenses shall also be excluded from the calculation of the PBT. The Company will provide a certificate at Closing, signed by the Company’s chief financial officer, setting forth a true and accurate list of the Company’s accounting reserves outside the Ordinary Course of Business and the amounts of such reserves as of the Closing Date. Any accounting reserves created by the Company during the Earn-Out Period in the Ordinary Course of Business in accordance with the Accounting Principles in relation to the Included Business, shall be included in the calculation of the PBT (whereas, for the avoidance of doubt, any accounting reserves outside the Ordinary Course of Business or relating to the Excluded Business shall not). If and to the extent any such accounting reserves that have been included in the PBT are thereafter reversed during the Earn-Out Period, any such reversal shall be counted for purposes of PBT. If and to the extent any such accounting reserves that have been included in the PBT and which individually amount to at least SEK 500,000, are reversed or are found insufficient after the expiry of the Second Earn-Out Period or an Accelerated Earn-Out, the Buyer agrees to compensate the Seller as promptly as possible with an amount in SEK corresponding to the effect such reversal would have had on the Earn-Out if it had taken place during the Earn-Out Period and the Seller agrees to compensate the Buyer as promptly as possible with an amount in SEK corresponding to the effect any such additional costs or expenses resulting from the subject matter of the insufficient reserve would have had if they had been incurred during the Earn-Out Period, respectively.
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Related to Accounting Reserves

  • Accounting Basis The Company shall use such method of accounting as may be determined by the Board that is consistent with United States generally accepted accounting principles or such other accounting methods and conventions as the Board may from time to time determine to be used in the preparation of the Company’s tax returns.

  • Accounting Reports (a) By February 20 of each calendar year the General Partner shall provide to the Limited Partner and the Special Limited Partner all tax information necessary for the preparation of their federal and state income tax returns and other tax returns with regard to the jurisdiction(s) in which the Partnership is formed and in which the Project is located.

  • Other Accounting Reports Promptly upon receipt thereof, a copy of each other report or letter submitted to the Borrower or any of its Subsidiaries by independent accountants in connection with any annual, interim or special audit made by them of the books of the Borrower or any such Subsidiary, and a copy of any response by the Borrower or any such Subsidiary, or the Board of Directors of the Borrower or any such Subsidiary, to such letter or report.

  • Portfolio Accounting Services (1) Maintain portfolio records on a trade date+1 basis using security trade information communicated from the Fund’s investment adviser.

  • Accounting Fees The charges and expenses of the independent accountants retained by the Trust;

  • Tax Accounting Except for Tax Returns described in paragraph 9 of Part 3 of this Exhibit A, Provider shall prepare, or cause to be prepared, all Tax Returns of the Company in accordance with Sections 7.5 and 7.6 of the LLC Agreement. Part 2: SCOPE OF ADMINISTRATIVE SERVICES

  • Fiscal Year and Accounting Methods Borrower may not and may not permit any Company to change its fiscal year or its method of accounting (other than immaterial changes in methods or as required or permitted by GAAP).

  • Financial Statements; Non-GAAP Financial Measures The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and the respective entities to which such financial statements relate (the “Covered Entities”) at the dates indicated and the consolidated statements of operations, stockholders’ equity (deficit) and cash flows of the Covered Entities for the periods specified; said financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein. The selected financial data and the summary financial information included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited financial statements included therein. Any pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus present fairly in all material respects the information shown therein, have been prepared in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in Inline eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus, if any, fairly present the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto.

  • Accounting Fee Each Restaurant shall pay to the General Partner or its designee a fee (“Accounting Fee”) in consideration for the accounting services provided by the General Partner or its designee to the Restaurant. The initial Accounting Fee shall be established by the Company and shall be either a flat fee per Restaurant or a specified percentage of each Restaurant’s gross sales, as the Company deems appropriate in its reasonable discretion. The Accounting Fee shall be reviewed on a monthly basis by the Company and may be increased or decreased by the Company from time to time in accordance with the Company’s criteria for establishing such fees for company owned restaurants.

  • Fiscal Year and Accounting Method The fiscal year of the Company shall be as designated by the Board of Directors. The Board of Directors shall also determine the accounting method to be used by the Company.

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