Audited Balance Sheet. To retain, as of the date hereof, its independent registered public accounting firm to audit the balance sheet of the Company (the “Audited Balance Sheet”) as of the time at which payment and delivery of the Firm Units have been made (the “Time of Purchase”) reflecting the receipt by the Company of the proceeds of the Offering at the Time of Purchase; as soon as the Audited Balance Sheet becomes available, to promptly, but not later than four business days after the Time of Purchase, file a Current Report on Form 8-K with the Commission, which report shall contain the Company’s Audited Balance Sheet; additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the Over-Allotment Option provided for in Section 2 hereof, to promptly, but not later than four business days after the receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of Optional Units and its receipt of the proceeds therefrom.
Audited Balance Sheet. On the date hereof, to retain its independent registered public accounting firm to audit the balance sheet of the Company as of the Closing Date (the “Audited Balance Sheet”) reflecting the receipt by the Company of the proceeds of the Offering on the Closing Date. As soon as the Audited Balance Sheet becomes available, the Company shall promptly, but not later than four business days after the Closing Date, file a Current Report on Form 8-K with the Commission, which Report shall contain the Audited Balance Sheet. Additionally, upon the Company’s receipt of the proceeds from the exercise of all or any portion of the Option provided for in Section 1(b) hereof, the Company shall promptly, but not later than four business days after the receipt of such proceeds, file a Current Report on Form 8-K with the Commission, which report shall disclose the Company’s sale of the Option Units and its receipt of the proceeds therefrom, unless the receipt of such proceeds is reflected in the Audited Balance Sheet included in the Current Report on Form 8-K referenced in the immediately prior sentence.
Audited Balance Sheet. “Audited Balance Sheet” shall mean the audited consolidated balance sheet of the Company and its consolidated Subsidiaries as of January 1, 2011, included in the Company’s Annual Report on Form 10-K for the fiscal year ended January 1, 2011, as filed with the SEC prior to the date of the Agreement, including the notes thereto.
Audited Balance Sheet. The Audited Balance Sheet will, as of and for the periods ended on the applicable date, fairly present, in all material respects, the financial position and results of operations of Genco as of the dates and for the periods presented therein in accordance with GAAP, applied on a consistent basis during the periods concerned, except as otherwise noted therein.
Audited Balance Sheet. Section 5.3(a).........................................17
Audited Balance Sheet. The audited balance sheet and other financial statements of Partners as at December 31, 1997 and for the quarter and year then ended shall have been received by NTL and there shall be no material adverse difference in the amounts reflected therein for revenue and operating income (earnings before interest, taxes, depreciation and amortization) for the year and quarter ended December 31, 1997 and thereon for cash and cash equivalents, net working capital (current assets less current liabilities), third party debt, shareholder loans and equity as of December 31, 1997 from the amounts set forth on or in the Preliminary Financial Statements.
Audited Balance Sheet. (a) An audited balance sheet of Technologies as of the Closing Date (the "Audited Balance Sheet") shall be prepared by the Surviving Corporation and audited by Ernst & Young. The Audited Balance Sheet shall be prepared in accordance with GAAP, using the same accounting methods, policies, practices and procedures (with consistent classifications, judgments and valuations and estimation methodologies) used to prepare the Audited Statements and the Interim Statements. PSE will cause Technologies to prepare and submit to Ernst & Young all information and to provide to Ernst & Young all assistance which Ernst & Young may reasonably request in connection with their audit of the Audited Balance Sheet. In addition, to facilitate the calculation of the Net Worth of Technologies, PSE and Technologies shall cause to be performed a physical inventory and reconciliation to the gross inventory reflected on the books of Technologies on the Closing Date.
(b) PSE will give the Audited Balance Sheet, together with Ernst & Young's report thereon and the calculation of Technologies' Net Worth, to the Shareholders Representative on or before May 31, 1996. The Shareholders Representative shall have a period of thirty (30) days to review the Audited Balance Sheet and the Net Worth calculation.
(c) If the Shareholders Representative agrees with the Audited Balance Sheet and the Net Worth calculation, or does not give written notice of any disagreement within such thirty (30) day period, then within ten (10) business days after the Shareholders Representative
Audited Balance Sheet. (a) The calculation of the Purchase Price is based upon the assumption that, as calculated in accordance with GAAP (except as modified herein), the Sellers have combined Working Capital of at least six million dollars ($6,000,000) as at the Interim Balance Sheet Date.
(b) Buyer is causing, at its sole cost and expense, its independent certified public accountants to conduct an audit and examination of the Interim Balance Sheet (same, as so audited, together with any adjustments or changes resulting from the audit, the "Audited Balance Sheet"). Prior to the date hereof, the Sellers have caused a physical inventory of the Business to be taken for use in the preparation of such Audited Balance Sheet, in which Buyer's independent certified public accountants have participated. Sellers' Representative shall have the full right to review the work papers in connection with the audit. Buyer shall deliver the Audited Balance Sheet, together with the auditors report thereon, to the Sellers' Representative not later than 30 days after the Closing, together with its calculations of the adjustments to the Initial Purchase Price, if any, required pursuant to Sections 2.10 and 2.11, which are derived from such Audited Balance Sheet, and, with respect to the Retained Cash Amount, which are derived from the final reconciliation of the cash balances of the Sellers as at the Closing Date (other than QGI and QGWI) together with explanations of such adjustments and supporting documentation.
(c) The Audited Balance Sheet and the calculation of the adjustments to the Initial Purchase Price, if any, required pursuant to Sections 2.10 and 2.11, shall be deemed to be acceptable to and shall become final and binding on the Parties, except to the extent Sellers' Representative shall have made a specific written objection (a "Notice of Dispute") thereto not more than 30 days after the date Sellers' Representative receives the Audited Balance Sheet. In such case, the dispute shall be resolved in accordance with the financial dispute resolution mechanism set forth in Section 2.16 (which the Parties agree shall be the exclusive means of resolving any such dispute).
Audited Balance Sheet. 3.2(a) Auditor Statement........................................................... 3.2(b) Balance Sheet Date.......................................................... 5.1(i) Balance Sheet Liabilities................................................... 2.1(a) BD.......................................................................... 6.2(h) BioKit License.............................................................. 1.2(e) Business....................................................................
Audited Balance Sheet. 7.6(a)(ii) Audited Balance Sheet Date.................................................... 7.6(a)(ii) Audited Financial Statements.................................................. 7.6(a)(ii) Best Knowledge................................................................ 14.15
