Preparation of Statements Sample Clauses

Preparation of Statements. Notwithstanding the foregoing, the Buyer may, at its own expense, have its employees or auditors review the working papers or other background materials used to prepare any of the statements described in this Section 2.3, and the Seller shall ensure that the Buyer and its employees and agents have full access to such working papers and other background materials. Any disagreement as to the statements described in this Section 2.3 which cannot be settled by the parties shall be settled by arbitration in accordance with Section 8.
Sample 1
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Preparation of Statements. Project Co may provide the City with a statement of the specific steps, actions, or activities that Project Co reasonably requests the City to perform or undertake in support of Project Co fulfilling its Project Co Utility Work obligations, including any dates by which the steps, actions or activities must be performed (each, a “City Support Statement”). The steps, actions, or activities described in a City Support Statement must be consistent with the scope of City responsibilities described in Section 3.1 [City Responsibilities] of this Schedule. In the City Support Statement, Project Co shall detail, by relevant date, the specific notifications, steps, actions or activities it has already undertaken prior to preparation of the statement. To the extent Project Co may ascertain or be aware that it may be a relevant factor or consideration, Project Co may include in a City Support Statement a request that the City confirm and clarify: (i) the relevancy and application or non-application of certain terms of certain Utility Agreements to specific Utility Work activities; or (ii) possible recourse rights or remedies the City may have in the circumstances of a Relief Event that may have to be preserved or relied upon in some manner. Concurrently with each Utility Report, Project Co shall provide the City with a listing of City Support Statement requests made of the City, including a brief description of the item as well as an indication of the status of the request.
Sample 1
Preparation of Statements. To the extent reasonably practicable and unless otherwise ordered by the Bankruptcy Court, the Liquidating Trustee shall, in conjunction with filing the Liquidating Trust’s annual tax return, send to each Beneficiary a statement setting forth the Beneficiary’s share of items of income, gain, loss, deduction, or credit and will instruct all such Beneficiaries to report such items on their federal income tax returns. A final such statement shall also be sent to each Beneficiary within 75 days after the dissolution of the Liquidating Trust. The Liquidating Trust’s taxable income, gain, loss, deduction, or credit will be allocated (subject to provisions of the Plan and the Confirmation Order relating to the Disputed Claims Reserve and the Professional Fee Reserve) to the Beneficiaries in accordance with their relative beneficial interests in the Liquidating Trust, as determined pursuant to this Liquidating Trust Agreement and the Plan.
Sample 1
Preparation of Statements. (1) The Manager shall furnish to the Board in writing at least two months before the commencement of each fiscal year an estimated budget for the coming fiscal year setting forth by categories the Manager’s best estimate of all expenses of the operation of the Property for the coming fiscal year. On the request of the Board or whenever in the opinion of the Manager any changes from the expenditures forecast in the annual budget make it desirable to do so, the Manager shall submit to the Board a supplementary budget covering the expenses of the Corporation for the Operation of the Property for the remaining portion of the current fiscal year. The Manager will make itself available for consultation with the Board for the purpose of establishing or revising the common expenses to be paid by the owners under the provisions of the Condominium Documents. (2) The Manager will provide to the Board a quarterly operating statement and balance sheet on an accrual basis. (3) The Manager will provide a summary to the Board on a monthly basis within thirty days of the accounting period covered by the summary of all money’s deposited to the bank account maintained for the Corporation and of all disbursements showing the bank balance at month’s end. (4) The Manager will provide to the Board a monthly aged statement of common expense receivables.
Sample 1
Preparation of Statements. To the extent reasonably practicable and unless otherwise
Sample 1
Preparation of Statements. Design-Builder may provide the City with a statement of the specific steps, actions, or activities that Design-Builder reasonably requests the City to perform or undertake in support of Design-Builder fulfilling its Design-Builder Utility Work obligations, including any dates by which the steps, actions or activities must be performed (each, a “City Support Statement”). The steps, actions, or activities described in a City Support Statement must be consistent with the scope of City responsibilities described in Section 3.1 [City Responsibilities]. In the City Support Statement, Design-Builder shall detail, by relevant date, the specific notifications, steps, actions or activities it has already undertaken prior to preparation of the statement. To the extent Design-Builder may ascertain or be aware that it may be a relevant factor or consideration, Design-Builder may include in a City Support Statement a request that the City confirm and clarify: (i) the relevancy and application or non-application of certain terms of certain Utility Agreements to specific Utility Work activities; or (ii) possible recourse rights or remedies the City may have in the circumstances of a Relief Event that may have to be preserved or relied upon in some manner. Concurrently with each Utility Report, Design-Builder shall provide the City with a listing of City Support Statement requests made of the City, including a brief description of the item as well as an indication of the status of the request.
Sample 1
Preparation of Statements. All DDA image statements will be prepared and ready for disposition no later than the second business day following the cut–off date and the receipt of all enclosures. All DDA non–image statements will be prepared and ready for disposition no later than the third business day following the cut–off date and the receipt of all enclosures. All savings statements (without enclosures) will be prepared and ready for disposition no later than the third business day following the cut–off date.
Sample 1
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Preparation of Statements. On or before the date falling 45 days after the first anniversary of the Closing Date, Buyer shall prepare an unaudited income statement, unaudited balance sheet and a statement reflecting the Adjusted EBITACO of Buyer for the twelve-month period ended the first anniversary of the Closing Date ("1997 Statements"). An example of the calculation of Adjusted EBITACO is set forth on SCHEDULE 2.5(A). Additionally, if Seller shall not have exercised its right to receive the Contingent Purchase Price pursuant to Section 2.5(b) prior thereto, and Buyer shall not have exercised its right to require Seller to receive the Contingent Purchase Price pursuant to Section 2.5(b) prior thereto, on or before the dates falling 45 days after each subsequent anniversary of the Closing Date, Buyer shall prepare the same statements for the twelve-month periods ended each subsequent anniversary of the Closing Date (the "Subsequent Statements"). The 1997 Statements and the Subsequent Statements (collectively, the "Statements") shall be prepared by Buyer in accordance with GAAP, as applied in preparation of the Financial Statements.
Sample 1
Preparation of Statements. To the extent reasonably practicable and unless otherwise ordered by the Bankruptcy Court, the GUC Trustee shall, in conjunction with filing the GUC Trust’s annual tax return, send to each Beneficiary a statement setting forth the Beneficiary’s share of items of income, gain, loss, deduction, or credit and will instruct all such Beneficiaries to report such items on their federal income tax returns. A final such statement shall also be sent to each Beneficiary within 75 days after the dissolution of the GUC Trust. The GUC Trust’s taxable income, gain, loss, deduction, or credit will be allocated (subject to provisions of the Settlement and any confirmation order entered by the Bankruptcy Court relating to Disputed Claims) to the Beneficiaries in accordance with their relative beneficial interests in the GUC Trust, as determined pursuant to this GUC Trust Agreement and the Settlement.
Sample 1

Related to Preparation of Statements

  • Preparation of Filings (a) Each party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

  • 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.

  • Preparation of Reports The Servicer shall prepare and deliver such additional reports as required under this Servicing Agreement, including a copy of each Semi-Annual Servicer’s Certificate described in Section 4.01(c)(ii), the annual statements of compliance, attestation reports and other certificates described in Section 3.03 and the Annual Accountant’s Report described in Section 3.04. In addition, the Servicer shall prepare, procure, deliver and/or file, or cause to be prepared, procured, delivered or filed, any reports, attestations, exhibits, certificates or other documents required to be delivered or filed with the SEC (and/or any other Governmental Authority) by the Issuer or the Sponsor under the U.S. federal securities or other applicable laws or in accordance with the Basic Documents, including filing with the SEC, if applicable and required by applicable law, a copy or copies of (A) the Monthly Servicer’s Certificates described in Section 3.01(b)(i) (under Form 10-D or any other applicable form), (B) the Semi-Annual Servicer’s Certificates described in Section 4.01(c)(ii) (under Form 10-D or any other applicable form), (C) the annual statements of compliance, attestation reports and other certificates described in Section 3.03 and (D) the Annual Accountant’s Report (and any attestation required under Regulation AB) described in Section 3.04. In addition, the appropriate officer or officers of the Servicer shall (in its separate capacity as Servicer) sign the Sponsor’s annual report on Form 10-K (and any other applicable SEC or other reports, attestations, certifications and other documents), to the extent that the Servicer’s signature is required by, and consistent with, the U.S. federal securities laws and/or any other applicable law.

  • 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.

  • Accuracy of Statements Neither this Agreement nor any Schedule, Exhibit, statement, list, document, certificate or other information furnished by or on behalf of the Company to the Purchaser in connection with this Agreement or any of the transactions contemplated hereby contains any untrue statement of a material fact or omits to state a material fact necessary to make the statements contained herein or therein, in light of the circumstances in which they are made, not misleading.

  • Execution of Financing Statements Pursuant to Section 9-402 of the New York UCC and any other applicable law, each Grantor authorizes the Administrative Agent to file or record financing statements and other filing or recording documents or instruments with respect to the Collateral without the signature of such Grantor in such form and in such offices as the Administrative Agent reasonably determines appropriate to perfect the security interests of the Administrative Agent under this Agreement. A photographic or other reproduction of this Agreement shall be sufficient as a financing statement or other filing or recording document or instrument for filing or recording in any jurisdiction.

  • Preparation of Proxy Statement If required by applicable Law in order to consummate the Merger, the Company shall, as soon as practicable following the Acceptance Time, prepare and file with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) a proxy statement relating to the Stockholders’ Meeting (the “Proxy Statement”). The Company shall respond to any comments of the SEC or its staff (after providing the Buyer with a reasonable opportunity to review and comment thereon) and shall cause the Proxy Statement to be mailed to its stockholders as promptly as practicable after the resolution of any such comments. The Company shall promptly notify the Buyer of the receipt of any comments from the SEC and of any request by the SEC for amendments or supplements to the Proxy Statement or for additional information and shall supply the Buyer with copies of all correspondence between the Company or any of its representatives, on the one hand, and the SEC, on the other hand, with respect to the Proxy Statement, the Agreement or the transactions contemplated by the Agreement. The Company will cause the Proxy Statement to comply in all material respects with applicable Law, including the applicable provisions of the Exchange Act and the rules and regulations thereunder. If at any time prior to the Effective Time there shall occur any event, or there shall be discovered any information, that should be set forth in an amendment or supplement to the Proxy Statement so that the Proxy Statement would not include any misstatement of a material fact or omit to state any material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading, the party that discovers such information shall promptly notify the other parties hereto and, to the extent required by applicable Law, an appropriate amendment or supplement describing such information shall be filed promptly by the Company with the SEC (after providing the Buyer with a reasonable opportunity to review and comment thereon) and disseminated by the Company to the stockholders of the Company. The Company and its counsel shall permit the Buyer, the Acquisition Sub and their counsel to participate in all communications with the SEC and its staff, including all meetings and telephone conferences, relating to the Proxy Statement, this Agreement or the transactions contemplated by the Agreement.

  • Delivery of Financial Statements The Company shall, upon request, deliver to each Investor (or transferee of an Investor) that holds at least 4,000,000 shares of Registrable Securities (appropriately adjusted for any stock split, dividend, combination or other recapitalization) (a “Major Investor”): (a) as soon as practicable, but in any event within ninety (90) days after the end of each fiscal year of the Company, an income statement for such fiscal year, a balance sheet of the Company and statement of stockholders’ equity as of the end of such year, and a statement of cash flows for such year, such year-end financial reports to be in reasonable detail, prepared in accordance with generally accepted accounting principles (“GAAP”) consistently applied and setting forth in each case in comparative form the figures for the previous fiscal year, all in reasonable detail, and audited and certified by independent public accountants of nationally recognized standing selected by the Company; (b) as soon as practicable, but in any event within forty-five (45) days after the end of each of the first three (3) quarters of each fiscal year of the Company, an unaudited income statement, statement of cash flows for such fiscal quarter and an unaudited balance sheet as of the end of such fiscal quarter, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP); (c) within thirty (30) days of the end of each month, an unaudited income statement and statement of cash flows for such month, and an unaudited balance sheet as of the end of such month, all prepared in accordance with GAAP (except that such financial statements may (i) be subject to normal year-end audit adjustments and (ii) not contain all notes thereto that may be required in accordance with GAAP) and with a comparison to plan; (d) as soon as practicable, but in any event prior to the end of each fiscal year, a budget and business plan for the next fiscal year, prepared on a monthly basis, including balance sheets, income statements and statements of cash flows for such months and, as soon as prepared, any other budgets or revised budgets prepared by the Company; and (e) as soon as practicable but in any event within thirty (30) days after the end of each fiscal year of the Company, a statement showing the number of shares of each class and series of capital stock and securities convertible into or exercisable for shares of capital stock outstanding at the end of the period, the Common Stock issuable upon conversion or exercise of any outstanding securities convertible or exercisable for Common Stock and the exchange ratio or exercise price applicable thereto, and the number of shares of issued stock options and stock options not yet issued but reserved for issuance, if any, all in sufficient detail as to permit the recipient to calculate their respective percentage equity ownership in the Company.

  • Summary of State Ethics Laws Pursuant to the requirements of section 1-101qq of the Connecticut General Statutes, the summary of State ethics laws developed by the State Ethics Commission pursuant to section 1-81b of the Connecticut General Statutes is incorporated by reference into and made a part of the Contract as if the summary had been fully set forth in the Contract.

  • Preparation of Agreement This Agreement shall not be construed more strongly against any party regardless of who is responsible for its preparation. The parties acknowledge each contributed and is equally responsible for its preparation.

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