Preparation of Balance Sheets Sample Clauses

Preparation of Balance Sheets. For the purposes of calculating the ----------------------------- Intercompany Amount as of the Transformation Date, as soon as practicable and in any event prior to the Transformation Date, CSI shall prepare a pro forma balance sheet of the Company as of June 3, 2000 (the "June 3 Balance Sheet") which gives effect to the -------------------- contribution of the Contributed Assets to the Company and the assumption of the Assumed Liabilities by the Company pursuant to this Agreement as if the Transformation Date were June 3, 2000; provided, -------- however, that for the purposes of the June 3 Balance Sheet the ------- Intercompany Amount shall equal an amount (the "Initial Intercompany -------------------- Amount"), which may be positive or negative, such that the Net Working ------ Capital as reflected on the June 3 Balance sheet equals the June 3 Target Net Working Capital. A statement (the "Statement") prepared by --------- CSI setting forth the calculation of the Initial Intercompany Amount shall accompany the June 3
Sample 1Sample 2Sample 3See All (11)
AutoNDA by SimpleDocs
Preparation of Balance Sheets. Seller and Purchaser acknowledge that the Preliminary Purchase Price has been established with reference to that certain unaudited balance sheet of Seller as of April 30, 1998 (the "Initial Balance Sheet"), a copy of which is attached hereto as Schedule 3.1(b). Immediately after the Closing Date, Purchaser and Seller will jointly prepare a balance sheet that reflects Seller's balance sheet as of the opening of business on the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet will be completed no later than thirty (30) days following the Closing Date. The Closing Balance Sheet will be prepared in accordance with the same accounting procedures used in preparing the Initial Balance Sheet. The amounts set forth on the Closing Balance Sheet will be the basis for determination of the Final Purchase Price (as hereinafter defined) with no further right of either party to object to the Final Purchase Price. If Seller and Purchaser are unable to agree upon completion of the Closing Balance Sheet, Seller and Purchaser will submit such dispute to binding resolution before a nationally recognized firm of independent auditors mutually acceptable to Seller and Purchaser whose decision will be final and binding on the parties. The parties will split equally the cost of any third party auditing firm as used hereunder.
Sample 1
Preparation of Balance Sheets. Attached hereto as Schedule 9 is a pro-forma balance sheet with respect to the Businesses, as of September 30, 2002 (the “September 30 Veraz U.S. Balance Sheet”). As soon as practicable, but in any event not later than November 15, 2002, Veraz U.S., together with its auditors, shall prepare a balance sheet with respect to the Businesses, as of the Effective Date (the “Effective Date Balance Sheet”), using the same principles and accounting policies under which the September 30 Veraz U.S. Balance Sheet was prepared.
Sample 1
Preparation of Balance Sheets. (i) As soon as practicable following the Closing, the Seller shall, with the cooperation and assistance of the Purchaser, (A) prepare drafts of the Cut-Off Date Balance Sheets for each of the Company, Public Finance, TCFL, TFBV and TGMBH and (B) calculate the Intercompany Debt as of the Closing. The draft Cut-Off Date Balance Sheets shall be prepared in accordance with the Accounting Principles, as of the Cut-Off Time (with respect to the Cut-Off Date Balance Sheets) and after giving effect to the exclusion of the Excluded Assets and Excluded Liabilities and the inclusion of the Other Acquired Business Assets and Included Liabilities and the calculation of the Intercompany Debt shall be in accordance with the Accounting Principles and made as of the time immediately 110 prior to the Closing. The Purchaser and the Seller shall use reasonable efforts to cause the draft Cut-Off Date Balance Sheets and the draft calculation of the Intercompany Debt to be completed within 60 days following the Closing Date and, upon completion, such draft Cut-Off Date Balance Sheets and calculation shall promptly be provided to the Purchaser, the Purchaser's Accountants, the Seller and the Seller's Accountants.
Sample 1
Preparation of Balance Sheets. JEM will cause to be prepared Company balance sheets as follows:
Sample 1
Preparation of Balance Sheets. Attached hereto as Schedule 9 is a pro-forma balance sheet with respect to the Businesses, as of September 30, 2002 (the “September 30 Veraz Balance Sheet”). As soon as practicable, but in any event not later than November 15, 2002, Veraz, together with its auditors, shall prepare a balance sheet with respect to the Businesses, as of the Effective Date (the “Effective Date Balance Sheet”), using the same principles and accounting policies under which the September 30 Veraz Balance Sheet was prepared. Such balance sheets shall include an entry for Software Capitalization relating to the VoIP Business recorded on the books of the Sellers as of the respective dates thereof.
Sample 1

Related to Preparation of Balance Sheets

  • 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.

  • 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.

  • Preparation of Financial Statements The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, as of the dates indicated, and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved. The financial statement schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.

  • Balance Sheet “Balance Sheet” is defined in Section 3.6 of the Agreement.

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • 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.

  • 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;

  • Preparation of the Financial Statements The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

  • 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”);

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

Time is Money Join Law Insider Premium to draft better contracts faster.