Locked Box Accounts. All material liabilities of each Target Company for tax measured by reference to income, profits or gains earned, accrued or received on or before the Locked Box Accounts Date or arising in respect of an event occurring on or before the Locked Box Accounts Date are fully provided for or (as appropriate) disclosed in the Locked Box Accounts.
Locked Box Accounts. 19.1 The Locked Box Accounts have been prepared from the books of account and ledgers of the Group, in good faith with reasonable care and on a basis consistent with the preparation of the Accounts.
19.2 The Locked Box Accounts; present with reasonable accuracy and do not materially mis-state the assets and liabilities (whether those liabilities are actual or contingent) and profits and losses of the Group as at the dates and for the period to which they relate and ending on the Locked Box Date; include adequate Inventory provisions; and do not materially misstate the profit and loss, assets and liabilities (whether those liabilities are actual or contingent) and cash flows of the Group as at the Locked Box Date.
Locked Box Accounts. The Locked Box Accounts have been prepared on the bases stated therein in the Ordinary Course of Business with due care and attention, on a basis consistent, in all material respects, with the accounting policies and procedures used to prepare the Management Accounts for the period of 12 months preceding the date of this Deed.
Locked Box Accounts. The Locked Box Accounts show a true and fair view of the assets and liabilities and state of affairs of each member of the YMC Group as at the Locked Box Date and of its profits or losses for the period to which they relate.
Locked Box Accounts. (a) In addition to and not in substitution of any other covenants provided for herein this Agreement, Bark covenants that, during the period (the “Locked Box Period”) commencing from the date of this Agreement and ending on the earlier of the Closing Date or the date on which this Agreement is earlier terminated in accordance with the terms herein, no Leakage shall occur, other than Permitted Leakage, that may reduce the aggregate cash held by Bark as at the date of this Agreement.
(b) Bark will immediately notify Pioneer in writing if there has been any Leakage.
(c) If, during the Locked Box Period, Pioneer becomes aware that there has been any Leakage in excess of $10,000, it may, in its absolute discretion and without prejudice to any other remedy it may have elect not to proceed to complete the transactions contemplated under the Agreement and to serve written notice on the Vendors’ Representative terminating this Agreement.
(d) In the event that Leakage that is not Permitted Leakage occurs in excess of $10,000 in the aggregate, the number of Pioneer Shares issuable under Section
(i) an amount equal to the amount paid by or the amount of any obligation or liability incurred by Bark in relation to any Leakage;
(ii) any incremental Tax liability attributable to any Leakage;
(iii) to the extent not covered by Section 6.7(d)(i) or (ii), the amount necessary to put Pioneer into the position it would have been in if the Leakage had not occurred; or
(iv) to the extent not covered by Section 6.7(d)(i), (ii) or (iii), all Damages incurred by Pioneer or Bark (as the case may be) arising, directly or indirectly, from the Leakage. In the event that the number of Pioneer Shares should be adjusted downwards pursuant to this Section 6.7(d), the value of the Pioneer Shares shall be deemed to be $1.75 per share for the purposes of such adjustment.
Locked Box Accounts. (a) The Locked Box Accounts:
(i) have been prepared under the historical cost convention and in accordance with GAAP in all material respects;
(ii) have been prepared in good faith and do not materially misstate the state of affairs of the Sale Companies as at the Locked Box Accounts Date; and
(iii) have been prepared on bases and policies of accounting generally consistent with the equivalent accounts for the prior three (3) financial years.
(b) Since the Locked Box Accounts Date:
(i) the business of each Sale Company has been carried on in the ordinary course;
(ii) neither Sale Company has issued or agreed to issue any share or loan capital, or reduced or purchased or agreed to reduce or purchase its share or loan capital; and
(iii) no payment has been required to be made by any Sale Company in substitution for any other party to any Joint Operating Agreement or PSC that was required to make such payment.
Locked Box Accounts. 1.1 The Locked Box Accounts have been prepared on a basis consistent with that used in preparing the Accounts and fairly represent the combined assets and liabilities of the Complete Target Group as at and to the date to which they have been prepared, except that:
Locked Box Accounts. 13.10.1 All liabilities, whether actual, contingent or disputed, of each Group Company for Tax (but excluding deferred Tax) measured by reference to income, profits or gains earned, accrued or received on or before the Locked Box Date or arising in respect of an Event occurring or deemed to occur on or before the Locked Box Date are fully provided for or (as appropriate) Disclosed in the Locked Box Accounts, and the amount of any Tax asset shown in the Locked Box Accounts does not exceed the amount actually available as at that date. All other warranties relating to specific Tax matters set out in this Part of this Schedule are made without prejudice to the generality of this paragraph.
13.10.2 Since the Locked Box Date, no Group Company has been involved in any transaction which has given or may give rise to a liability to Tax on any Group Company (or would have given or might give rise to such liability but for the availability of any Relief) other than Tax in respect of normal trading income or receipts of the Group Company concerned arising from transactions entered into by it in the ordinary course of business.
Locked Box Accounts. 2.2.1 The Locked Box Accounts have been prepared in accordance with the accounting policies used in preparing the Accounts.
2.2.2 The Locked Box Accounts are fair and not misleading having regard to the purpose for which they were drawn up and do not materially misstate the assets and liabilities of the Company as at the Locked Box Date or the profits or losses of the Company for the period concerned.
Locked Box Accounts. 3.1.1 The Locked Box Accounts have been prepared on the basis of the books and records of the Group Companies and in accordance with applicable Law and the Accounting Principles, and give a true and fair view (Norwegian: "rettvisende bilde") of the financial position, earnings, assets and liabilities, the results of operations and cash flows and changes in equity of the Group on a consolidated basis as of 31 December 2020 and for the period from 1 January 2020 to 31 December 2020.
3.1.2 Except as described in the Locked Box Accounts, the Company has not during the last three years altered any of the Accounting Principles or its application of the Accounting Principles.
3.1.3 The Group Companies have no material liabilities, obligations or commitments, except (i) those which are adequately reflected or reserved against in the Locked Box Accounts; and (ii) those which have been incurred in the ordinary course of business of the Group Companies since the Locked Box Date.
3.1.4 In each case as required by the Accounting Principles, the Locked Box Accounts (i) make provisions or reserves for bad and doubtful debts or accounts receivables, obsolete inventory and for depreciation on fixed assets, (ii) do not overstate the value of current or fixed assets, (iii) do not understate any liabilities (whether actual or contingent) and (iv) contain either provision adequate to cover, or full particulars in notes of, all Taxes (including deferred taxes) as at the Locked Box Date.
3.1.5 Each Group Company is in possession of and has kept and completed in all material respects all financial accounts, books, ledgers, and other records as required by applicable Law.
3.1.6 No Person (other than a Group Company) has issued any guarantee or surety securing any obligation or commitment of any Group Company and no Group Company has issued any guarantee or surety securing any obligation or commitment of any Person (other than a Group Company). All obligations under that certain Administration or Guarantee Trust Agreement in favour of Fleet Capital Corporation as beneficiary and BBVA as trustee outstanding against Electronica Lowrance de Mexico S.A. de C.V. have been terminated and no liabilities of any Group Company are outstanding thereunder.
3.1.7 The systems of internal accounting controls currently maintained by the Group Companies are materially consistent with the requirements of applicable Law and the Accounting Principles.
3.1.8 The accounting records of the Group Companie...
