Current Assets and Liabilities Clause Samples
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Current Assets and Liabilities. The parties shall determine ------------------------------ the amount of "Current Assets" and "Current Liabilities" (as those terms and defined under generally accepted accounting principles, in accordance with GAAP), separately with respect to each Hotel Project or Property Owning Entity Asset. Without limitation of the foregoing, Current Assets will include Inventories as defined in Hotel Personal Property and Current Liabilities shall mean all liabilities due and payable within twelve (12) months of the date of Closing. With respect to each Hotel Project or Property Owning Entity Asset (excluding the Four Seasons ▇▇▇▇▇▇▇ Hills), if the sum of $400,000 plus Current Liabilities for such Hotel Project or Property Owning Entity Asset exceeds Current Assets, Operating Partnership shall receive a credit against the Exchange Amount equal to such excess. With respect to each Hotel Project or Property Owning Entity Asset, if Current Assets exceed the sum of $400,000 plus Current Liabilities for such Hotel Project or Property Owning Entity Asset, the Exchange Amount shall be increased by the amount of such excess. With respect to the Hotel Project known as the Swisshotel Chicago, the real property tax portion of "Current Liabilities" shall be deemed to include solely that portion of the pro rata portion of the real property taxes payable during the calendar year in which the Closing occurs.
Current Assets and Liabilities. Section 5.12.1 At least five days prior to the Effective Time, Parent shall have audited the Company’s and Parallax’s unconsolidated balance sheets as of August 31, 2003 according to GAAP (the “Audited Balance Sheets”). The amount of current assets minus current liabilities shown on the Audited Balance Sheet of Parallax (in each case, ignoring all intercompany accounts) is referred to herein as the “Base Working Capital Amount.” The Company and Parallax shall cooperate and assist Parent and its auditors in connection with such audit. Parent shall provide the Company with access to the audit work papers related to such computations.
Section 5.12.2 Not later than two business days prior to the Effective Time, the Company shall provide to Parent a certificate executed by two executive officers of the Company stating a reasonable good faith estimate in accordance with GAAP consistently applied in the preparation of the Audited Balance Sheet of Parallax as of the proposed Effective Time of Parallax’s current assets minus current liabilities (in each case, ignoring all intercompany accounts), which is referred to herein as the “Estimated Working Capital Amount.” The Company and Parallax shall provide Parent with access to the audit work papers related to such computations in providing the Estimated Working Capital Amount.
Section 5.12.3 Not later than two business days prior to the Effective Time, the Company shall provide to Parent a certificate executed by two executive officers of the Company stating a reasonable good faith estimate of the liabilities and obligations of the Company on an unconsolidated basis (whether accrued, absolute, contingent or otherwise) (ignoring all intercompany accounts) (including as liabilities of the Company all estimated amounts relating to any financial advisor, legal, accounting, and any other transaction fees, as well as any other liabilities or obligations (including, without limitation, parachute payments and severance payments) that arise out of or result from the transactions contemplated by this Agreement (but not paid in cash prior to the Effective Time) (the “Estimated MDA Liabilities”).
Section 5.12.4 Not later than two business days prior to the Effective Time, the Company shall provide to Parent a certificate executed by two executive officers of the Company stating a reasonable good faith estimate in accordance with GAAP consistently applied in the preparation of the Audited Balance Sheet of the Company as of the pr...
Current Assets and Liabilities. The Guarantor and its Consolidated Subsidiaries will maintain Current Assets in an amount which is not less than one hundred twenty percent (120%) of Current Liabilities.
Current Assets and Liabilities. Neither the Companies nor the Company Subsidiaries have distributed or caused to be distributed to Sellers or any Affiliate of any Seller, whether by dividend, distribution, payment of principal, payment of interest or otherwise, any cash or cash equivalent since the Balance Sheet Date.
Current Assets and Liabilities. Since the Most Recent Balance Sheet Date, all current assets and current liabilities have been managed by the Acquired Companies in the Ordinary Course of Business (including the collection of Accounts Receivable and payment of accounts payable and other Liabilities).