Preparation and Delivery of Statements. (a) During the Earn Out Period, on or before the date that is 45 days after the end of the last calendar quarter with respect to which the payment of any Earn Out Amount would reasonably be expected to be due, the Purchaser shall, after consultation with the Chief Executive Officer of the Company: (i) prepare or cause to be prepared a statement (a “Statement”) setting forth such Earn Out Amount and the Net Revenue Amount, Gross Profit Amount, Gross Profit Margin and/or Average User Number, as the case may be, underlying such Earn Out Amount (collectively, the “Results”); and (ii) deliver or cause to be delivered the Statement, together with a summary of the basis for determination of the Results, to the Earn Out Representative who will be deemed to have received the Statement for and on behalf of all of the Earn Out Sellers.
Preparation and Delivery of Statements. (a) As soon as practicable after the Closing, but in no event later than 90 days after the Closing Date, the Sellers shall cause KPMG Peat Marwick, LLP (the "Sellers' Accountants"), to prepare and deliver to the Purchaser and the -------------------- Sellers (i)audited combined balance sheets of the Companies and Subsidiary as of the Closing Date, together with related footnotes, and related audited combined statements of earnings, stockholders' equity and cash flows of the Companies and Subsidiary for the period from January 1, 1997, through the Closing Date (collectively, the "Closing Date Financial Statements") and (ii) a certificate signed by the --------------------------------- Sellers' Accountants setting forth the Sellers' Accountants' calculation of the Additional Amount and certifying that such calculation was made in accordance with ANNEX III. The Closing Date Financial Statements shall include a --------- supplemental schedule to the audited combined financial statements presenting a combined statement of earnings and stockholders equity of the Companies and Subsidiary for the periods from January 1, 1997, through June 30, 1997, and from July 1, 1997, through November 30, 1997, adjusting for the provisions of Annex III. Such supplemental schedule will be subjected to the auditing procedures applied in the audit of the Closing Date Financial Statements referred to in clause (i) above in relation to the Closing Date Financial Statements taken as a whole and will be utilized for the calculation of the Additional Amount and, accordingly, will be covered in the Sellers' Accountants' report thereon. The Closing Date Financial Statements shall be prepared in accordance with GAAP consistently applied; provided, however, that with respect to the Closing Date -------- ------- Financial Statements, the Purchaser may specify changes in GAAP that are reasonably acceptable to the Sellers but such changes shall not affect the calculation of the Additional Amount. If not disputed by the Purchaser in accordance with SECTION 3.1(B), the Closing Date Financial Statements and the -------------- Sellers' Accountants' calculation of the Additional Amount shall be final and binding on the Sellers and the Purchaser for purposes of determining the adjustment to the Purchase Price, if any, to be made under this ARTICLE III. -----------
Preparation and Delivery of Statements. (a) As soon as practicable after the Closing, but in no event later than 60 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller (i) a combined statement of operations of the Companies for the period from (and including) January 1, 1998, through (and including) the Closing Date (the "CLOSING INCOME STATEMENT") and (ii) a certificate from the Chief Financial ------------------------ Officer of the Purchaser setting forth the Purchaser's calculation of the Additional Amount (the "PURCHASER'S CERTIFICATE" ). As used herein, the term ----------------------- "ADDITIONAL AMOUNT" has the meaning set forth on ANNEX II. The Closing Income ------------------ -------- Statement shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with the preparation of the Annual Financial Statements (subject to those exceptions set forth on ANNEX II), -------- and shall be reviewed by Xxxxxx Xxxxxxxx LLP (the "PURCHASER'S ACCOUNTANTS"). -----------------------
Preparation and Delivery of Statements. Compliance with ------------- ------------------------------ ---------------------------- Regulation E. ------------ In accordance with Regulation C. Lynk shall prepare and provide periodic sxxxxxxxt information in a form consistent with requirements for such statements (the Statements") for all Cardholders. Lynk shall be responsible for ensuring ---------- that data in each of the Statements complies with the disclosure requirements of Regulation E: provided. however, that, in preparing such disclosures Lynk shall rely upon the information proxxxxd by the Client.
Preparation and Delivery of Statements. (1) The Purchaser shall cause the Auditors to review, at the expense of the Purchaser, the consolidated balance sheet of the Corporation as at the Closing Time, prepared in accordance with Canadian GAAP using Canadian Dollars as the currency of display, and shall cause the Corporation to deliver the results of such review to the Purchaser and the Shareholders, no later than July 31, 1999, subject to reflecting the adjustments, reserves, information and accounting principles set forth in Schedule 2.7(1) (the "CLOSING STATEMENT"), together with the report of the Auditors thereon prepared in accordance with Canadian GAAS. Subject to Section 2.9, the amount of the Purchase Price shall be:
Preparation and Delivery of Statements. Compliance with ------------- ------------------------------ ---------------------------- Regulation E. ------------ In accordance with Regulation X. Xxxx shall prepare and provide periodic statement information in a form consistent with requirements for such statements (the Statements") for all Cardholders. Xxxx shall be responsible for ensuring ---------- that data in each of the Statements complies with the disclosure requirements of Regulation E: provided. however, that, in preparing such disclosures Xxxx shall rely upon the information provided by the Client.
Preparation and Delivery of Statements. (a) During the Earn Out Period, on or before the date that is 45 days after the end of the last calendar quarter with respect to which the payment of any Earn Out Amount would reasonably be expected to be due, the Purchaser shall, after consultation with the Chief Executive Officer of the Company: (i) prepare or cause to be prepared a statement (a “Statement”) setting forth such Earn Out Amount and the Net Revenue Amount, Gross Profit Amount, Gross Profit Margin and/or Average User Number, as the case may be, underlying such Earn Out Amount (collectively, the “Results”); and (ii) deliver or cause to be delivered the Statement, together with a summary of the basis for determination of the Results, to the Earn Out Representative who will be deemed to have received the Statement for and on behalf of all of the Earn Out Sellers. (b) Within 45 days following the end of each calendar quarter during the Earn Out Period, the Purchaser shall after consultation with the Chief Executive Officer of the Company: (i) prepare or cause to be prepared a statement (the “Quarterly Statement”) setting forth the Net Revenues, Gross Profits and the average of the number of Active Users for each of the three months during such calendar quarter, and, commencing on December 31, 2006, the Net Revenue Amount, the Gross Profit Amount and the Average User Number; and (ii) deliver or cause to be delivered the Quarterly Statement, together with a summary of the basis for determination of such amounts, to the Earn Out Representative who will be deemed to have received the Quarterly Statement for and on behalf of all of the Earn Out Sellers. The Quarterly Statements are being provided for information purposes only and shall not estop either party from taking a contrary position with respect to the information contained therein. 3.2
