PREPARATION AND DELIVERY OF STATEMENTS Sample Clauses

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.
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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"). -----------------------
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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.
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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.
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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. ----------- (b) If the Purchaser disputes any amounts reflected on the Closing Date Financial Statements or in the Sellers' Accountants' calculation...
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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: (i) reduced by the excess, if any, of the total liabilities over the total assets, in each case as reflected in the Closing Statement (the "PURCHASE PRICE REDUCTION"); and (ii) increased by the excess, if any, of the total assets over the total liabilities, in each case as reflected in the Closing Statement (the "PURCHASE PRICE INCREASE"), in each case converted to US Dollars using the Exchange Rate in effect on the Business Day preceding the Closing Date, and the amount of any reduction in the Purchase Price determined in accordance with clause (i) above shall be satisfied through the set-off by the Purchaser of such amount against the Annual Earn-out Consideration, if any, and shall otherwise be payable to the Purchaser by the Shareholders, subject to adjustment pursuant to Section 2.9, on August 31, 2000, pro rata to each Shareholder's percentage beneficial ownership interest in the Shares as at the Closing Time as set forth opposite the Shareholder's name in Schedule 1.1(2), and the amount of any increase in the Purchase Price determined in accordance with clause (ii) above shall be paid and satisfied through a payment of such amount by the Purchaser to the Shareholders within 30 days after the delivery by the Purchaser to the Shareholders of the Closing Statement, subject to the payment provisions in Section 2.11(3). The foregoing payments shall be adjusted to reflect any Estimated Reduction as follows: (A) If the Estimated Reduction is less than the Purchase Price Reduction, the excess of the Purchase Price Reduction over the Estimated Reduction shall be satisfied by set-off or paid by the Shareholders to the Purchaser, subject to adjustment pursuant to Section 2.9, on August 31, 2000, in accordance with the foregoing. (B) If the Estimated Reduction is greater than the ...
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Related to PREPARATION AND DELIVERY OF STATEMENTS

  • Execution and Delivery of Documents IT WAS RESOLVED that: (a) it would promote the success of the Company for the benefit of its members as a whole to enter into the transactions contemplated by the Documents and it is to the further benefit and advantage of the Company to grant the guarantees as set out in the Interim Facilities Agreement and the security as set out in the Interim Debenture; (b) the terms of the transactions and matters contemplated by each Document be and they are hereby approved; (c) the execution, delivery and performance on behalf of the Company of any of the Documents to which the Company is a party be and it is hereby authorised (in the form of the drafts produced to the meeting or with such amendments thereto as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit); (d) each director of the Company (each an “Authorised Signatory”) acting alone be and is hereby authorised to sign on behalf of the Company any of the Documents to which the Company is a party and which require execution under hand and to do such other things as he may consider necessary or desirable arising out of or in connection therewith (in each case in such manner or form as such Authorised Signatory may in their absolute discretion think fit) and to confirm that the resolutions passed at this meeting are still in effect and have not been varied or rescinded; (e) each Authorised Signatory acting alone be and is hereby authorised to do all acts and things necessary or desirable to give effect to these resolutions and to agree, execute and deliver any and all other documents, instruments, certificates, notices and confirmations that the Interim Lenders or any other person may require in connection with any of the Documents or any matter or transaction contemplated by the Documents or these resolutions (including, without limitation, any certificate, bank mandate, any drawdown notice or utilisation request, any hedging agreement, any fee letter, any designation notice, any deeds of release, any payment instructions and any document or resolution on behalf of the Company in its capacity as a shareholder) and which is approved by the person or persons so authorised and executing each such other agreement or document; the approval of each such person in any such case to be conclusively evidenced by his signing such document or witnessing the affixation of the Company's seal thereto or execution of such document as a deed (as the case may be); (f) any two directors, or a director and secretary, or a director signing in the presence of a witness be and they are hereby authorised to sign on behalf of the Company: (i) those Documents to which the Company is a party and which require execution as a deed; (ii) any and all deeds which may be required pursuant to or in connection with the Documents or the Acquisition, in each case, in the form of the drafts produced to the meeting or in such form as the person executing or sealing them pursuant to the authority conferred by these resolutions may in their absolute discretion think fit; (g) the Parent be authorised to act as agent for the Obligors in connection and in accordance with the Interim Facilities Agreement; (h) each Authorised Signatory be and is hereby authorised to delegate in writing to any person all or any of the functions described in paragraphs (c), (d), (e) or (f) above; (i) the omission from these resolutions of any agreement, document or other arrangement contemplated by any of the agreements, documents or instruments described in the foregoing resolutions or any action to be taken in accordance with any requirement of any of the agreements, documents or instruments described in the foregoing resolutions shall in no manner derogate from the authority of the Authorised Signatories to take all actions necessary, desirable, advisable or appropriate to consummate, effectuate, carry out or further the transactions contemplated by, and the intent and purposes of, the foregoing resolutions; and (j) all acts and things heretofore done by any Authorised Signatory or by any employees or agents of the Company and any subsidiary or any of its subsidiaries, on or before the date hereof in connection with the transactions contemplated by the foregoing resolutions be, and hereby are, ratified, approved and confirmed in all respects.

  • Execution and Delivery of Agreement Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties.

  • Execution and Delivery of Receipts Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Issuer or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Issuer that any Deposited Securities have been recorded upon the books of the Issuer or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees and expenses of the Depositary for the execution and delivery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

  • Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.

  • Due Execution and Delivery From and after its delivery to the Administrative Agent, each Loan Document and Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

  • Authority; Execution and Delivery The Company hereby represents and warrants that the Company has full corporate power and authority to enter into this Warrant and to issue Shares in accordance with the terms hereof. The execution, delivery and performance of this Warrant by the Company have been duly and effectively authorized by the Company. This Warrant has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

  • Execution and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates.

  • APPOINTMENT AND DELIVERY OF DOCUMENTS (a) The Trust, on behalf of each Fund listed in Schedule A, hereby appoints GFS to provide administrative services for the Trust as described hereinafter, as administrator of the Trust for the period and on the terms set forth in this Agreement. GFS accepts such appointment and agrees to furnish the services herein set forth in return for the compensation as provided in Section 3 of this Agreement. (b) In connection therewith the Trust has delivered to GFS copies of: (i) the Trust's Agreement, Declaration of Trust and Bylaws (collectively, as amended from time to time, "Organizational Documents"); (ii) the Trust's Registration Statement on Form N-1A and all amendments thereto filed with the SEC pursuant to the Securities Act of 1933, as amended ("Securities Act"), and the 1940 Act ("Registration Statement"); (iii) the Trust’s notification of registration under the 1940 Act on Form N-8A as filed with the SEC; (iv) the Trust's current Prospectus and Statement of Additional Information for each Fund (collectively, as currently in effect and as amended or supplemented, the "Prospectus"); (v) the current plan of distribution adopted by the Trust under Rule 12b-1 under the 1940 Act ("Plan"); and (vi) procedures adopted by the Trust in accordance with Rule 17a-7 under the 1940 Act with respect to affiliated transactions. (c) The Trust shall promptly furnish GFS with all amendments of or supplements to the items listed in Section 1(b), and shall deliver to GFS a certified copy of the resolution of the Board of Trustees of the Trust ("Board") appointing GFS and authorizing the execution and delivery of this Agreement.

  • Authorization, Execution and Delivery of this Agreement This Agreement has been duly authorized, executed and delivered by each of the Partnership Parties.

  • Execution and Delivery The Guaranteeing Subsidiary agrees that the Guarantee shall remain in full force and effect notwithstanding the absence of the endorsement of any notation of such Guarantee on the Notes.

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