Effective Date Financial Statements. Section 5.7 Effective Date Calculations Section 5.7
Effective Date Financial Statements. 5.1 Draft Effective Date Financial Statements of RefuSol Holding
Effective Date Financial Statements. (1) Sellers will procure the establishment of financial statements consisting of balance sheets and profit and loss account statements of the Companies, as well as consolidated financial statements of the Schade KG for the period starting July 1, 1997 to the Exxxxxxve Date ("Effective Date Financial Statements") as soon as reasonably possible after the Effective Date but no later than August 15, 1998. The Effective Date Financial Statements shall be established on the basis of a physical inventory according to the accounting policies and principles described in Annex 6.1 which shall be consistent with past practice.
(2) The Effective Date Financial Statements shall be audited by Schade KG's auditors ("Schade-Auditors") within 1 month xxxx the establishment xx xxe Effective Date Financial Statements pursuant to Section 6.1 above. The cost connected with the preparation of the Effective Date Financial Statements as well as the audit by the Schade Auditors shall be fully reflected and reserved fxx xx the Effective Date Financial Statements. The audit by the Schade Auditors shall in particular address the compliaxxx xxth the accounting principles set forth in Annex 6.1 hereto. The Schade auditors shall submit their auditors report ("Scxxxx-Xuditors Report") to the Sellers and the Purchasxx xxxhin three business days after the preparation of the Schade-Auditors Report.
(3) The Sellers and the Purchxxxx xhall have the right to have the Effective Date Financial Statements and the Schade-Auditors Report reviewed at their expense by thexx xxxitors within ten business days from receipt of Schade-Auditors Report. The cost of the review by the xxxxxxrs of the Sellers or the Purchaser shall not be reflected in the Effective Date Financial Statements. The Sellers and the Purchaser and their auditors shall be entitled to participate in the physical stock taking and shall have full access to all books, records and assets of the Companies and to the relevant personnel of the Companies already in the course of the establishment of the Effective Date Financial Statements in order to avoid any undue delay in such review of the Effective Date Financial Statements and the Schade-Auditors Report.
(4) If neither party contradixxx xxe Effective Date Financial Statements and the Schade-Auditors Report within ten business days after rxxxxxx thereof, the Effective Date Financial Statements as established by the Companies and the Schade-Auditors Report including corrections, if any, s...
Effective Date Financial Statements. 6.1 Preparation of Effective Date Financial Statements
(a) As promptly as practicable, but, in any event, within 90 days after the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser (i) financial statements for each of the Companies as of the Effective Date 24.00 hours (comprising in case of Target (x) a balance sheet as of the Effective Date (24.00 hours) and (y) a profit and loss account for the period from 1 January 2010 until the Effective Date 24.00 hours together with an audit report prepared by Ernst & Young GmbH Wirtschaftsprüfungsgesellschaft thereon and in case of US Subsidiary an unaudited balance sheet as of the Effective Date (24.00 hours) without a profit and loss account) (the “Effective Date Financial Statements”); and (ii) on a consolidated basis a certificate (the “Effective Date Certificate”) based on the Effective Date Financial Statements setting forth the calculation of the Cash, the Financial Debt, the Working Capital, the Inter-Group Liabilities and Inter-Group Receivable, the ES Loan Receivable, the ES Loan Receivable Purchase Price and the Purchase Price. For illustrative purposes only, attached as Schedule 6.1(a) is a pro-forma sample calculation of each of Cash, the Financial Debt, the Working Capital, the Inter-Group Liabilities and Inter-Group Receivable, the ES Loan Receivable, the ES Loan Receivable Purchase Price and the Purchase Price calculated on the basis of the 2009 Unaudited Financial Statements, based on the assumption that 31 December 2009 was the Effective Date.
(b) Purchaser will cooperate and assist, and shall cause the Companies to cooperate and assist, in a commercially reasonable manner, Seller and its representatives and advisors in the preparation of the Effective Date Financial Statements. Such cooperation and assistance shall include, without limitation, making available all relevant books and records of the Companies and any other relevant information relating to the Companies, providing access to the Companies’ premises, and allowing interviews with the Companies’ directors, officers and employees, each during normal business hours and upon reasonable notice and without, at the Purchaser’s reasonable discretion, disturbing the business operations of Purchaser or the Companies.
Effective Date Financial Statements. The Effective Date Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Effective Date, neither Company nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Effective Date Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company and any of its Subsidiaries taken as a whole.
Effective Date Financial Statements. Any effects in connection with any New Transfer on the Effective Date Financial Statements shall be disregarded for purposes of calculating the Purchase Price under the Share Purchase Agreement, in particular if any of the New Transfers occurred, or any actions in connection with the New Transfers were taken, on or before the Effective Date. The Purchase Price shall be calculated as if none of the New Transfers has occurred, or no action in connection with the New Transfer was taken, on or before the Effective Date.
Effective Date Financial Statements. As promptly as practicable ----------------------------------- (but not later than thirty (30) days following the Closing Date), the accounting personnel of the
(a) Seller may, within thirty (30) days after the date of the receipt of the Preliminary Accounting Report, deliver to Purchaser a certificate (signed by Seller) setting forth any objections to any of the matters included in the Preliminary Accounting Report, together with a summary of the reasons therefor and calculations which, in Seller's view, are necessary to eliminate such objections. In the event Seller does not so object within such 30-day period, the Preliminary Effective Date Balance Sheet set forth in the Preliminary Account Report shall be final and binding as the "Effective Date Balance Sheet" ---------------------------- for purposes of this Agreement.
(b) In the event Seller so objects to the Preliminary Accounting Report within such 30-day period, Purchaser and Seller shall use their respective reasonable best efforts to resolve within thirty (30) days by written agreement (the "Agreed Adjustments") any differences with respect to any matters ------------------ included in the Preliminary Accounting Report and, in the event Purchaser and Seller so resolve any such differences, the Preliminary Effective Date Balance Sheet set forth in the Preliminary Accounting Report, as further adjusted by the Agreed Adjustments, shall be final and binding as the Effective Date Balance Sheet for purposes of this Agreement.
(c) In the event any objections raised by Seller are not resolved by the Agreed Adjustments within the 30-day period referred to in subsection (c), then Seller and Purchaser shall (i) if the total amount in controversy is less than Fifteen Thousand Dollars ($15,000), submit the objections that are then unresolved to the Auditor, or (ii) if the total amount in controversy is equal to or greater than Fifteen Thousand Dollars ($15,000), the Accounting Firm shall resolve any remaining disagreements. The determination by the Auditor or the Accounting Firm, as the case may be, shall be final, binding and conclusive on the parties. Purchaser and Seller shall use their best efforts to cause the Auditor or the Accounting Firm, as the case may be, to make its determination within thirty (30) calendar days of submission of the items in controversy. The Preliminary Effective Date Balance Sheet, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Aud...
Effective Date Financial Statements. (a) Effective Date Financial Statements shall mean the financial statements for the Corporation as at the Effective Date, which statements shall be internally prepared by the Corporation in accordance with Generally Accepted Accounting Principles, subject to the limitations in subsection 1.01(i), and consistent with previous years Financial Statements.
Effective Date Financial Statements. 3.3.1 As promptly as practicable after the Signing Date, Seller shall, or shall cause the completion of the preparation and audit of the Effective Date Financial Statements in accordance with Section 3.3.2, and Seller shall, without undue delay thereafter, deliver the Effective Date Financial Statements to Purchaser accompanied with the audit in accordance with Section 3.3.2(c).
3.3.2 The Effective Date Financial Statements shall
(a) be derived from the combined financial statements of the Seller's Group (balance sheet, P&L, and cash flow statement, but no supplementary notes and account reconciliations) as of the Effective Date, which shall be prepared using the recognition and valuation rules of German accounting and reporting standards ("German GAAP") on a consistent basis; SPAExecution Version
(b) reflect the Climate Solutions Business and the Carve-Out Measures pursuant to Exhibit 16.1.1, subject to the basis of preparation and the assumptions made therein, as if they had already been implemented as of 1 January 2022;
(c) be prepared by the Company and receive an audit with an unqualified certificate (uneingeschränkter Bestätigungsvermerk) by the Company's auditor, PricewaterhouseCoopers GmbH Wirtschaftsprüfungsgesellschaft, in accordance with the German auditing standards IdW PS 480 and 490, subject to the basis of preparation and the assumptions made therein;
(d) itemize any adjustment from the Draft Effective Date Financials in arriving at the Effective Date Financial Statements, including an explanation of the nature of the adjustment and the line items within Exhibit 3.1.2(c) impacted by such adjustment; and
(e) include in Indebtedness or Cash (as the case may be) the adjustments set out in Section 5.2.1.
Effective Date Financial Statements. Receipt by Purchaser of the Effective Date Financial Statements accompanied with the audit in accordance with, and pursuant to Section 3.3.2(c);
