Base Balance Sheet. The Company shall deliver a balance sheet of the Company, prepared by its duly authorized financial officer, at least five days before the Closing and dated as of June 30, 2017 (the “Base Balance Sheet”). The Base Balance Sheet has been prepared by the Company in good faith and in a manner that fairly presents the financial condition of the Company, but has not been prepared in accordance with GAAP. In preparing the financial statements, the following provisions shall apply:
Base Balance Sheet. At least three (3) business days prior to the Closing Date, Buyer shall deliver to Seller a preliminary balance sheet (the "Base Balance Sheet") for the Dissolved Partnership as of the end of the most recent month which precedes the Closing Date (the "Base Balance Sheet Date") and a statement of estimated accrued revenues and estimated accrued expenses for the Business Property for the month of Closing. The Base Balance Sheet shall include a certification of Buyer's preliminary calculation of partners' capital as of such date plus or minus the product of (i) the excess of estimated accrued revenues over estimated accrued expenses for the month of Closing as set forth on the Base Balance Sheet multiplied by (ii) a fraction in which the numerator is the number of days to have elapsed in the month of Closing prior to Closing and the denominator is 30 (e.g., provided the Closing occurs November 18, the fraction would be 17/30) (the "Base Partners' Equity Amount"). The Base Balance Sheet shall be prepared by Buyer in good faith in accordance with the procedures set forth in Exhibit "C" hereto, and (together with the Base Partners' Equity Amount) shall be subject to Seller's reasonable approval on or before Closing.
Base Balance Sheet. Section 2.7(a) Buyer - Preamble Buyer Common Stock - Section
Base Balance Sheet. The Base Balance Sheet:
(a) fairly presents the financial position and the assets and liabilities of the Group Companies on an aggregated basis as at the date of the Base Balance Sheet and is not misleading or deceptive;
(b) has been prepared in accordance with the Accounting Standards and applying the same principles, policies, practices and procedures as were applied in preparing the Last Accounts of each Group Company for the financial year ended on December 31, 2008 and the period of January 1, 2009 through June 30, 2009; and
(c) contains specific provisions adequate to cover all liabilities of the Group Companies on an aggregated basis as at the date of the Base Balance Sheet including all Tax Funding Liabilities and other liabilities in respect of Tax and all other contingent liabilities.
Base Balance Sheet. The internally prepared balance sheet of Liberty as of June 30, 2015 attached hereto as Exhibit A. Closing - The closing of the transactions contemplated by this Agreement. Closing Date - on or before August 14, 2015. Code - The Internal Revenue Code of 1986, as amended, and regulations promulgated thereunder. .
Base Balance Sheet. Section 2.5 Certificate - Section 1.1 Closing - Section 1.3 Closing Date - Section 1.3 Code - Section 2.12 Communications Act - Section 2.7 Company - Preamble Environmental Law - Section 2.16(d)
Base Balance Sheet. The term "Base Balance Sheet" shall have the meaning ------------------ given to such term in Section 3.7 hereof.
Base Balance Sheet. At least five business days prior to the Closing, Parent shall deliver to Buyer (i) a combined balance sheet (the "BASE BALANCE SHEET") of the Company Group as of the end of the most recent month which precedes the Closing Date (the "BASE BALANCE SHEET DATE"), which Base Balance Sheet will include all adjustments necessary to give effect to each transaction included in the Restructuring as of the date of consummation of such transaction, if such transaction is consummated prior to such month end, or otherwise all pro forma adjustments necessary to give effect to such transactions as of the Base Balance Sheet Date; (ii) a statement setting out in reasonable detail the calculation of the amount of Parent Receivables and the amount of Finance Receivables based upon the latest available financial information as of the date of the Base Balance Sheet and, (iii) reasonable supporting documentation for each pro forma Restructuring adjustment. The Base Balance Sheet shall be prepared by the Sellers in good faith in accordance with the procedures set forth in Exhibit B hereto.
Base Balance Sheet. Attached hereto as Schedule 1.2.3 is the balance sheet of the Company and its consolidated Subsidiaries as of February 28, 1997 ("Base Balance Sheet"), prepared inter- nallx xx the SI Group. The shareholders' equity shown on the Base Balance Sheet will be referred to herein as the "Base Shareholders' Equity".
Base Balance Sheet. The personal property listed in Schedule 2.6(b) reflects all material personal property of the Company. Except as otherwise specified in Schedule 2.6(b) hereto, all leasehold improvements, furnishings, machinery and equipment of the Company presently necessary to the conduct of the business of the Company as such business is currently being conducted are in good repair, have been well maintained, and comply in all material respects with all applicable laws, ordinances and regulations, and such machinery and equipment is in good working order. Neither the Company nor any of the Members has received notice of any such law, ordinance or regulation which could adversely affect the Company or its business.
