Balance Sheet Items. All other assets and properties reflected in the balance sheet prepared in connection with the Closing Audit (as defined in the Purchase Agreement).
Balance Sheet Items. At the Closing, the balance sheet of the Company shall contain the following items, (i) a cash balance of at least [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], which amount may be increased up to [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] in the event that the debt outstanding as set forth in item (ii) hereof exceeds [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION], in which case the cash balance will increase on a proportional basis; (ii) debt payable to Kredietbank in a total principal amount equal to a minimum of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] and a maximum of [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION]; (iii) a book amount of intercompany accounts receivable of approximately [CONFIDENTIAL MATERIAL OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION; and (iv) the write off of goodwill in an amount approximately equal to 37,837,000 BEF and certain other balance sheet adjustments to be subsequently defined.
Balance Sheet Items. Inventory; Net Property, Plant and Equipment as at December 31, 2010 and 2011 and as at June 30, 2012.
Balance Sheet Items. The parties hereby agree and acknowledge that: (a) the Shareholder Parties: (i) are entitled to retain all of the cash and Accounts Receivables accumulated or with respect to which the necessary time-cards have been submitted (regardless of when the underlying services may have been performed) as of May 6, 2005, 6:00 p.m. standard Houston, Texas time (the “Cutoff”); (ii) shall be responsible for the timely payment (on or before the due date) of all of the Accounts Payable incurred (whether or not recorded) as of the Cutoff; (iii) shall be responsible for all the payroll with respect to which the necessary time-cards have been submitted (regardless of when the underlying services may have been performed) on or before the Cutoff; (iv) shall, prior to the Closing Date, obtain a full and complete release of all liens and encumbrances (including without limitation any line of credit with Omni Bank) in any way encumbering the assets of Target Companies; (v) shall cause the elimination and removal of all related-party transaction (whether assets or liabilities) from the Financial Statements as of the Closing Date; (vi) shall ensure that the only assets remaining on the Financial Statements as of the Closing Date are those specifically identified and listed on Schedule 2.4 attached hereto; and (vii) shall ensure that there are no liabilities of any nature whatsoever remaining on the Financial Statements as of the Closing Date; (b) Parent, CRDE and Acquisition Co. shall be: (i) entitled to all Accounts Receivable accruing after the Cutoff or with respect to which the necessary time-cards have been submitted (regardless of when the underlying services may have been performed) after the Cutoff; (ii) shall be responsible for the timely payment of all of the Accounts Payable incurred after the Closing Date; and (iii) shall be responsible for all the payroll with respect to which the necessary time-cards have been submitted (regardless of when the underlying services may have been performed) after the Cutoff. To ensure the proper execution of receipt of Accounts Receivable and payment of Accounts Payable by the appropriate party as provided herein, the parties agree to cooperate in good-faith and conduct an accounting of any Accounts Receivable with respect to which the necessary time-cards have been submitted (regardless of when the underlying services may have been performed) prior to the Cutoff and Accounts Payable incurred prior to the Closing Date until all such Ac...
Balance Sheet Items. As reported on Process' quarterly report on Form 10-QSB for the three-month period ended February 28, 2006, Process had total assets of $0, total liabilities of $95,725, and there are no undisclosed and/or contingent liabilities (including all taxes, assessments, and other governmental charges payable by it or levied upon it or its properties, assets, income, or franchises). Process also does not have any present liability of any nature, accrued or contingent, of the type required to be reflected on a balance sheet or in appropriate footnotes prepared in accordance with GAAP. At Closing, there will be no change to assets and all liabilities (including undisclosed and/or contingent and taxes) shall be settled and/or paid in full.
Balance Sheet Items. 23 3 TABLE OF CONTENTS (continued)
Balance Sheet Items. As reported on Dragon Gold’s quarterly report on Form 10-QSB for the three-month period ended December 31, 2006, Dragon Gold had total assets of $17,971, total liabilities of $20,677, and there are no undisclosed and/or contingent liabilities (including all taxes, assessments, and other governmental charges payable by it or levied upon it or its properties, assets, income, or franchises). Dragon Gold also does not have any present liability of any nature, accrued or contingent, of the type required to be reflected on a balance sheet or in appropriate footnotes prepared in accordance with GAAP. At Closing, there will be no change to assets and all liabilities (including undisclosed and/or contingent and taxes) shall be settled and/or paid in full, except for the liabilities set forth on Schedule 6.03.
Balance Sheet Items. Prior to the Closing, the Parties recognize that the Shareholders shall have made a distribution to themselves of (i) all cash in the Company and HIP, LLC in excess of (a) trade payables of the Company and HIP, LLC as of March 21, 2005 and (b) all liabilities (whether or not invoices therefor have been received by the Company or HIP, LLC) arising from the Ordinary Course of Business of the Company and HIP, LLC through March 20, 2005, and (ii) all accounts receivable of the Company and HIP, LLC as of March 21, 2005. The distributions contemplated in this Section 2.9 have been approved by Parent based on the understanding and agreement of the Company, HIP, LLC and the Shareholders that (a) neither the Company nor HIP, LLC shall have, as of the Closing, any indebtedness, liabilities or obligations of any nature whatsoever, whether secured or unsecured, other than the trade payables, whether or not invoices therefor have been received by the Company or HIP, LLC, prior to the Closing for which the Company and HIP, LLC shall have sufficient cash to pay in full, all as contemplated in clause (i) of the preceding sentence, (b) the Shareholders shall be responsible for all wages, obligations and liabilities arising out of the operations of the Company and HIP, LLC through March 20, 2005 and (c) the Shareholders shall be entitled to all revenues and accounts receivable arising out of the operations of the Company and HIP, LLC through March 20, 2005. Exhibit 10.31
Balance Sheet Items. Wind Down Costs shall include the amount of “Balance Sheet Items” set forth in Exhibit C-8 on the effective date of termination.
Balance Sheet Items. (a) All notes receivable, accounts receivable, and other obligations due and payable to the Company as of March 31, 2002, are reflected in the Balance Sheet. Except to the extent such receivables or other obligations have been paid in the ordinary course of the Business since the date of the Balance Sheet, all notes receivable, accounts receivable and other obligations and receivables shown on the Balance Sheet or arising between the date of the Balance Sheet and the Closing Date (collectively, the "Receivables") represent and constitute genuine, legal, valid and collectible obligations of and bona fide claims against the respective makers thereof or debtors thereon for sales made, services performed or other charges arising on or before the date hereof, and all of the goods delivered and services performed that gave rise to such Receivables were delivered or performed in all material respects in accordance with the applicable orders, contracts, or client requirements therefore. None of such Receivables are subject to any defenses, counterclaims or rights of off-set.
(b) The Company has not written off any Receivables since the date of the Balance Sheet, except nonmaterial write-offs in the ordinary course of the Business consistent with past practice. The reserves relating to all Receivables set forth on the books and records of the Company are (or will be) adequate, as of the respective dates thereof, to cover all uncollectible amounts in respect of such Receivables. None of the Receivables that is the subject of a pledge or assignment to secure debt, is subject to any Lien, or has been placed for collection with any attorney or collection agency or similar individual or firm.
