Adjustment of Liability and Accrual Accounts Sample Clauses

Adjustment of Liability and Accrual Accounts. The amount of all liability and accrual accounts, shall be determined by applying methods, practices, assumptions, policies, factors and underlying data consistent with those used in determining such accounts included in the Baseline Balance Sheet, and there shall be no changes made to any accounts, except to the extent that such changes are required by documented and substantiated changes in facts and events occurring after September 30, 2001 and on or before the Closing Date and are not solely the result of changes in management estimates. It is further understood that there shall be no increase in the Closing Date Net Working Capital as a result of reversals or reductions of liability and accrual accounts, unless such reversal or reduction was caused by facts or events that occur after September 30, 2001 and on or before the Closing Date; provided, however, that if such facts causing such reversal or reduction existed and applied to, and were known or should have been known as of September 30, 2001, the reversals or reductions also shall be made to the Baseline Balance Sheet for purposes of increasing the Target Net Working Capital.
AutoNDA by SimpleDocs
Adjustment of Liability and Accrual Accounts. The amount of all liability and accrual accounts shall be determined by applying methods, practices, assumptions, policies, factors and underlying data consistent with those used in determining the liability and accrual account included in the Baseline Balance Sheet, and there shall be no changes made to any liability and accrual accounts, except to the extent that such changes are required by facts and events occurring after December 31, 1998 and on or before the Closing Date. It is further understood and agreed that there shall be no increase or decrease in the Closing Date Net Worth as a result of changes of liability and accrual accounts, unless such changes arise out of facts or events that occur after December 31, 1998 and on or before the Closing Date.
Adjustment of Liability and Accrual Accounts. The amount of all liability and accrual accounts shall be determined by applying methods, practices, assumptions, policies, factors and underlying data consistent with those used in determining the liability and accrual accounts included in the Company Balance Sheet, and there shall be no decreases in Closing Net Working Capital due to changes made to any liability and accrual accounts, and no new liability or accrual account, except to the extent that such decreases in Closing Net Working Capital are, or such new account is, required by material changes in facts and events occurring after the Company Balance Sheet Date and on or before the Closing Date.
Adjustment of Liability and Accrual Accounts. The amount of all liability and accrual accounts shall be determined by applying methods, practices, assumptions, policies, factors and underlying data consistent with those used in determining the liability and accrual accounts included in the Statement of Net Assets, and there shall be no changes made to any liability and accrual accounts, except to the extent that such changes are required by changes in facts and events occurring after September 30, 1999 and on or before the Closing Date. The Closing Statement of Net Assets shall reflect an accrual for warranty of $3,000,000. It is further understood that there shall be no increase in the Closing Date Net Assets as a result of reversals or reductions of liability and accrual accounts, unless such reversal or reduction arises out of facts or events that occur after September 30, 1999 and on or before the Closing Date; provided, however, that if such facts causing the reversal or reductions also did apply, were known or should have been known as of September 30, 1999, the reversals or reductions also shall be made to the Statement of Net Assets for purposes of increasing the Target Net Assets.
Adjustment of Liability and Accrual Accounts. The amount of all liability and accrual accounts, shall be determined by applying methods, practices, assumptions,
Adjustment of Liability and Accrual Accounts. The amount of all liability and accrual accounts shall be determined by applying methods, practices, assumptions, policies and procedures consistent with those used in determining the liability and accrual accounts included in the Baseline Balance Sheet, and there shall be no changes made to any liability and accrual accounts, except to the extent that such changes are required by changes in facts and events occurring after July 3, 1999 and on or before the Closing Date and except as disclosed on SCHEDULE 3.3. It is further understood that there shall be no increase in the Closing Date Net Book Value as a result of reversals or reductions of liability and accrual accounts, unless such reversal or reduction arises out of facts or events that occur after July 3, 1999 and on or before the Closing Date and except as disclosed on SCHEDULE 3.3. For avoidance of any doubt, nothing in this Agreement shall prevent the creation, reversal, reduction or usage of any liability or accrual account for the purpose for which it was intended in accordance with GAAP applied on a basis consistent with the accounting methods, treatments, policies and procedures used by Trex in preparing the Baseline Financial Statements (including the Baseline Balance Sheet).

Related to Adjustment of Liability and Accrual Accounts

  • Payment of Liabilities Seller shall pay or otherwise satisfy in the Ordinary Course of Business all of its Liabilities and obligations. Buyer and Seller hereby waive compliance with the bulk-transfer provisions of the Uniform Commercial Code (or any similar law) (“Bulk Sales Laws”) in connection with the Contemplated Transactions.

  • Extent of Liability; Contribution (a) Notwithstanding anything herein to the contrary, each Borrower’s liability under this Section 5.11 shall be limited to the greater of (i) all amounts for which such Borrower is primarily liable, as described below, and (ii) such Borrower’s Allocable Amount.

  • Statement Regarding Adjustments Whenever the Exercise Price or the number of Warrant Shares shall be adjusted as provided in Section 13, the Company shall forthwith file at the principal office of the Company a statement showing in reasonable detail the facts requiring such adjustment and the Exercise Price that shall be in effect and the number of Warrant Shares after such adjustment, and the Company shall also cause a copy of such statement to be sent by mail, first class postage prepaid, to each Warrantholder at the address appearing in the Company’s records.

  • Adjustments to Capital Accounts At the end of each Fiscal Period, the Capital Accounts of the Partners shall be adjusted in the following manner:

  • Payment of Liabilities, Including Taxes, Etc Each Loan Party shall, and shall cause each of its Subsidiaries to, duly pay and discharge all liabilities to which it is subject or which are asserted against it, promptly as and when the same shall become due and payable, including all taxes, assessments and governmental charges upon it or any of its properties, assets, income or profits, prior to the date on which penalties attach thereto, except to the extent that such liabilities, including taxes, assessments or charges, are being contested in good faith and by appropriate and lawful proceedings diligently conducted and for which such reserve or other appropriate provisions, if any, as shall be required by GAAP shall have been made.

  • Determination Date Calculations; Application of Available Funds (a) On each Determination Date, the Servicer shall calculate the following amounts:

  • Deposits to Special Accounts Except as otherwise provided in the Lock-Box Agreement, the Seller will not deposit or otherwise credit, or cause or permit to be so deposited or credited, to any Lock-Box Account cash or cash proceeds other than Collections in respect of the Collateral.

  • Definitions and Accounting Matters Section 1.01 Terms Defined Above 1 Section 1.02 Certain Defined Terms 1 Section 1.03 Types of Loans and Borrowings 20 Section 1.04 Terms Generally; Rules of Construction 20 Section 1.05 Accounting Terms and Determinations; GAAP 21

  • Accounting Terms; Utilization of GAAP for Purposes of Calculations Under Agreement Except as otherwise expressly provided in this Agreement, all accounting terms not otherwise defined herein shall have the meanings assigned to them in conformity with GAAP. Financial statements and other information required to be delivered by Company to Lenders pursuant to clauses (ii), (iii) and (xii) of subsection 6.1 shall be prepared in accordance with GAAP as in effect at the time of such preparation (and delivered together with the reconciliation statements provided for in subsection 6.1(v)). Calculations in connection with the definitions, covenants and other provisions of this Agreement shall utilize GAAP as in effect on the date of determination, applied in a manner consistent with that used in preparing the financial statements referred to in subsection 5.3. If at any time any change in GAAP would affect the computation of any financial ratio or requirement set forth in any Loan Document, and Company, Administrative Agent or Requisite Lenders shall so request, Administrative Agent, Lenders and Company shall negotiate in good faith to amend such ratio or requirement to preserve the original intent thereof in light of such change in GAAP (subject to the approval of Requisite Lenders), provided that, until so amended, such ratio or requirement shall continue to be computed in accordance with GAAP prior to such change therein and Company shall provide to Administrative Agent and Lenders reconciliation statements provided for in subsection 6.1(v).

  • Collection of Taxes, Assessments and Similar Items; Servicing Accounts; Reserve Accounts (a) Each Master Servicer shall establish and maintain one or more segregated accounts (“Servicing Accounts”), in which all Escrow Payments received by it with respect to any Serviced Mortgage Loans or Serviced Pari Passu Companion Loan, shall be deposited and retained, separate and apart from its own funds. Subject to any terms of the related Mortgage Loan Documents that specify the nature of the account in which Escrow Payments shall be held, each Servicing Account shall be an Eligible Account. As and to the extent consistent with the Servicing Standard, applicable law and the related Mortgage Loan Documents, the applicable Master Servicer may make withdrawals from the Servicing Accounts maintained by it, and may apply Escrow Payments held therein with respect to any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan (together with interest earned thereon), only as follows: (i) to effect the payment of real estate taxes, assessments, insurance premiums (including, premiums on any Environmental Insurance Policy), ground rents (if applicable) and comparable items in respect of the related Mortgaged Property; (ii) to reimburse the applicable Master Servicer, the applicable Special Servicer or the Trustee, as applicable, for any unreimbursed Servicing Advances made thereby with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan to cover any of the items described in the immediately preceding clause (i); (iii) to refund to the related Borrower any sums as may be determined to be overages; (iv) to pay interest or other income, if required and as described below, to the related Borrower on balances in the Servicing Account (or, if and to the extent not payable to the related Borrower to pay such interest or other income (up to the amount of any Net Investment Earnings in respect of such Servicing Account for each Collection Period) to the applicable Master Servicer); (v) disburse Insurance Proceeds if required to be applied to the repair or restoration of the related Mortgaged Property, (vi) after an event of default, to pay the principal of, accrued interest on and any other amounts payable with respect to such Mortgage Loan or Serviced Pari Passu Companion Loan; (vii) to withdraw amounts deposited in the Servicing Account in error; or (viii) to clear and terminate the Servicing Account at the termination of this Agreement in accordance with Section 9.01. The applicable Master Servicer shall pay or cause to be paid to the related Borrowers interest and other income, if any, earned on the investment of funds in Servicing Accounts maintained thereby, if and to the extent required by law or the terms of the related Mortgage Loan Documents. If a Master Servicer shall deposit in a Servicing Account maintained by it any amount not required to be deposited therein, it may at any time withdraw such amount from such Servicing Account, any provision herein to the contrary notwithstanding. Promptly after any Escrow Payments are received by the applicable Special Servicer from the Borrower under any Serviced Mortgage Loan or Serviced Pari Passu Companion Loan, and in any event within one Business Day after any such receipt, such Special Servicer shall remit such Escrow Payments to the applicable Master Servicer for deposit in the applicable Servicing Account(s).

Time is Money Join Law Insider Premium to draft better contracts faster.