December Balance Sheet. The Companies’ unaudited combined balance sheet as of December 31, 2000 (the "December Balance Sheet"), is true and correct in all material respects, and presents fairly the combined financial position of the Companies as of the date thereof, and was prepared in accordance with GAAP applied on a basis consistent with the past practice of the Companies, subject to the Special Accounting Principles. As of December 31, 2000, the Companies were not subject to any liability or obligation of a nature required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, subject to the Special Accounting Principles, that was not reflected on the December Balance Sheet (or disclosed in the notes thereto) as so required. As of the Closing Date, the Companies will not be subject to any liability or obligation of a nature required to be reflected or reserved against on a balance sheet prepared in accordance with GAAP, subject to the Special Accounting Principles, that was not reflected on the December Balance Sheet (or disclosed in the notes thereto) and so required, except such that would not constitute a Material Adverse Effect.
December Balance Sheet. December Balance Sheet" shall mean the audited consolidated balance sheet of the Company as of December 31, 2003 included in the GAAP Financial Statements.
December Balance Sheet. Section 3.15. Taxes.
December Balance Sheet. If Buyer does not notify Sellers' Representative within 60 days after the Closing Date of the December Balance Sheet that Buyer objects to any item on, or other matter relating to, the December Balance Sheet, then Buyer shall be deemed to have accepted the December Balance Sheet as the Closing Balance Sheet. If Buyer does so object and if Buyer and Sellers' Representative are unable, within 30 days after receipt by Sellers' Representative of Buyer's notice of objection, to resolve any disputes regarding the December Balance Sheet, Sellers' Representative and Buyer shall each designate a firm of certified public accountants and Buyer and Sellers' Representative, together with such designated firms, shall jointly endeavor to resolve each dispute. If all such disputes are not resolved within 60 days after Sellers' Representative was notified thereof, then the firms designated by Buyer and Sellers' Representative shall jointly select a third firm of nationally recognized certified public accountants, provided that if such firms fail to appoint such a third firm within 90 days after Sellers' Representative's receipt of said notification, either party may request the American Arbitration Association in New York City to appoint an independent firm of certified public accountants of recognized national standing. Such third firm shall resolve all remaining disputes and its resolution shall be final and binding on the parties and enforceable in a court of law. Each party shall be responsible for the fees and expenses of the firm it designated. The fees and expenses of the third firm, if required hereunder, shall be apportioned between the parties to reflect the relative differences between the position asserted by each party with respect to each dispute referred to such third firm and the resolution reached by such third firm, with the party that is further from such resolution bearing a proportionately greater share of such fees and expenses. If there is more than one such dispute, the fees and expenses of such third firm shall be allocated in proportion to their respective amounts.
December Balance Sheet. Prior to Closing, the Principal Member shall cause the Company to deliver to the Purchaser promptly after receipt from its auditors the (a) audited balance sheet of the Company as of December 31, 2010 and (b) audited income statement and cash flow statement of the Company from July 2009 to December 31, 2010.
December Balance Sheet. The Parties agree that the balance sheet attached hereto as Exhibit C is an accurate balance sheet prepared in accordance with GAAP for the Target as of December 31, 2005, as adjusted to reflect assumptions and agreements of the Parties with respect to the Acquired Assets and Assumed Liabilities.
December Balance Sheet. Section 3.15.
December Balance Sheet. Sellers shall deliver the December Balance Sheet and the related statements of income to Buyer no later than thirty days after the Closing Date.
December Balance Sheet. The December Balance Sheet attached hereto as Attachment 1.2-2 has been prepared in accordance with accounting principles described in Attachment 4.19 applied on a basis consistent with prior periods, is correct and complete and presents fairly the assets, liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Transferred Assets and the Manufacturing Operation as at December 31, 1999. When prepared, the Closing Balance Sheet will be prepared in accordance with accounting principles described in Attachment 4.19 applied on a basis consistent with those used in the preparation of the December Balance Sheet and will present fairly the assets, liabilities and financial position of the Transferred Assets and the Manufacturing Operation as at the Closing Date.
December Balance Sheet. As of the date of this Agreement, all accounts, notes and drafts receivable (including unbilled receivables) of the Business reflected in the December Balance Sheet are bona fide, represent transactions actually made in the ordinary course of business and, to the knowledge of the Selling Entities, are collectible in the ordinary course of business, except to the extent of the reserve for uncollectible accounts provided for in the December Balance Sheet.
