Net Working Capital Statement Sample Clauses

Net Working Capital Statement. As soon as practicable, but not later than thirty (30) days following the Buyer’s receipt of the Company’s audited consolidated financial statements for the fiscal year ended March 31, 2007 (the “2007 Audited Financial Statements”), together with an unqualified opinion thereon, from KPMG LLP, the Company’s independent accountants, the Buyer shall prepare in good faith and deliver to the Seller Representative a consolidated balance sheet of the Company as of the close of business on the Closing Date (the “Closing Date Balance Sheet”) and a statement (the “Net Working Capital Statement”) setting forth the Net Working Capital. The Net Working Capital Statement and the calculation of Net Working Capital shall be based on the Books and Records, and shall be accompanied by (i) a certificate signed by the Chief Financial Officer of the Buyer certifying that the Net Working Capital was prepared in good faith based on the Books and Records and the 2007 Audited Financial Statements and in accordance with the definitions of Current Assets, Current Liabilities and Net Working Capital, and consistent with past practice of the Company and its Subsidiaries, and (ii) detailed supporting documents for the calculation of the Net Working Capital. All expenses, costs and fees of KPMG LLP associated with the audit of the Company’s consolidated financial statements and preparation of the Company’s and its Subsidiaries’ income Tax Returns for the fiscal year ended March 31, 2007 shall be borne by the Company and shall be accrued as a Current Liability on the Estimated Closing Date Balance Sheet and the Closing Date Balance Sheet; provided, that if, after the Closing Date, the Buyer requests that the auditors perform any additional services outside the scope of those generally performed in connection with the Company’s annual audit and delivery of an unqualified opinion, the Buyer shall be liable to the extent of any additional expenses, costs and fees associated with such additional services.
Sample 1
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Net Working Capital Statement. As soon as practicable, but not later than forty-five (45) days, following the Closing Date, Purchaser shall prepare and deliver to Seller a statement (the “Net Working Capital Statement”), setting forth the Adjusted Net Working Capital.
Sample 1
Net Working Capital Statement. As soon as practicable, but not later than sixty (60) days following the Closing Date, the Buyer shall prepare in good faith and deliver to the Seller a statement setting forth the Net Working Capital of the Seller as of the Closing Time (as defined in Section 3.4 below) (the “Net Working Capital Statement”). The preparation of the Net Working Capital Statement and the calculation of Net Working Capital shall be prepared from the Books and Records in accordance with GAAP consistently applied with the Buyer’s accounting principles (except that notwithstanding the foregoing, the determination of Net Working Capital shall take into account the modifications and exceptions set forth in the proviso contained in the definition of “Net Working Capital” contained in this Agreement), and shall be accompanied by (i) a certificate signed by the Chief Financial Officer of the Buyer certifying to such preparation, and (ii) detailed supporting documents for the calculation of the Net Working Capital.
Sample 1
Net Working Capital Statement. The November 30 Closing Net Working Capital Statement will be prepared by Seller in good faith and in a manner consistent with Seller's past practices, is consistent with the Books and Records and presents fairly the balance sheet items of the Business reflected thereon as of the date thereof. The Closing Net Working Capital Statement to be delivered by Seller pursuant to Section 3.3 will be prepared by Seller in good faith and in a manner consistent with Seller's past practices, will be consistent with the Books and Records and will present fairly the balance sheet items of the Business reflected thereon as of the date thereof.
Sample 1
Net Working Capital Statement. As soon as practicable, but not later than sixty (60) days following the Closing Date, the Buyer shall prepare in good faith and deliver to the Sellers a statement setting forth (i) the Net Working Capital, and (ii) the amount of the aggregate Indebtedness of the Company as of the Closing Time (excluding the credit card Indebtedness of the Company, in the amount of $20,278.09, owed to MBNA Corporation) (the “Net Working Capital Statement”). The preparation of the Net Working Capital Statement and the calculation of Net Working Capital and such Indebtedness shall be prepared from the Books and Records in accordance with GAAP using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Recent Balance Sheet in compliance with Section 3.8 (except that notwithstanding the foregoing the determination of Net Working Capital shall take into account the modifications and exceptions set forth in the proviso contained in the definition of “Net Working Capital” contained in this Agreement), and shall be accompanied by (i) a certificate signed by the Chief Financial Officer of the Buyer certifying to such preparation, and (ii) detailed supporting documents for the calculation of the Net Working Capital and Indebtedness.
Sample 1

Related to Net Working Capital Statement

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Financial Statement If Lessor desires to finance, refinance, or sell the Premises or the Building, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements of Lessee and such Guarantors as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past three (3) years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

  • Financial Statements; Projections Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006.

  • Unaudited Financial Statements The Acquiring Portfolio shall furnish to the Target Portfolio within ten (10) business days after the Closing Date, an unaudited statement of assets and liabilities and the portfolio of investments and the related statements of operations and changes in net assets as of and for the interim period ending on the Closing Date; such financial statements will represent fairly the financial position and portfolio of investments and the results of its operations as of, and for the period ending on, the dates of such statements in conformity with generally accepted accounting principles applied on a consistent basis during the period involved and the results of its operations and changes in financial position for the periods then ended; and such financial statements shall be certified by the Treasurer of the Acquiring Portfolio as complying with the requirements hereof.

  • Monthly Financial Statements As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);

  • Audited Financial Statements The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Parent Financial Statements The consolidated financial statements (including all related notes thereto) of Parent included in the Parent SEC Documents (if amended, as of the date of the last such amendment filed prior to the date of this Agreement) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

  • Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.

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