Preparation of Working Capital Statement Sample Clauses

Preparation of Working Capital Statement. (1) Within 90 days following the Closing Date (or such other date as is mutually agreed to by Xxxxxx and Xxxxx in writing), Xxxxx shall prepare and deliver to Seller a draft unaudited statement of Working Capital (the “Draft Working Capital Statement”) of the Business prepared as of the Effective Time. The Draft Working Capital Statement will be substantially in the same form as the sample Draft Working Capital Statement set out in Schedule 3.4 provided by Buyer to Seller at least five (5) Business Days prior to Closing. For the purposes of this Agreement, “
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Preparation of Working Capital Statement. (a) Within ninety (90) days following the Closing Date (or such other date as is mutually agreed to by Sellers’ Representative and Buyer in writing), Buyer will prepare and deliver to the Sellers’ Representative a draft consolidated statement (the “Draft Working Capital Statement”) of: (i) a balance sheet of the Acquired Companies as of 11:59 p.m. Eastern Time on the date immediately preceding the Closing Date; (ii) based on such balance sheet, Buyer’s calculation of the Working Capital, Closing Indebtedness, and Company Closing Cash; and (iii) a calculation of the Closing Merger Consideration substituting the calculations of Working Capital, Closing Indebtedness, and Company Closing Cash set forth in the Draft Working Capital Statement for the Estimated Working Capital, Estimated Indebtedness, and Estimated Cash set forth in the Merger Consideration Spreadsheet, respectively. The Draft Working Capital Statement will be prepared in accordance with Section 1.3 and will include reasonable detail on the computation thereof. If the Buyer fails to deliver the Draft Working Capital Statement within the aforementioned ninety (90) day period (or such other period as was mutually agreed to by Sellers’ Representative and Buyer in writing), no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18, unless Sellers’ Representative notifies Buyer to the contrary in writing within five (5) Business Days after the expiration of the aforementioned ninety (90) day period. In the event that the Sellers’ Representative so notifies Buyer within such five (5) Business Day period, the Sellers’ Representative shall prepare and deliver to Buyer within thirty (30) days following such notice the Draft Working Capital Statement and this Section 2.17 shall continue to apply to the determination of the Closing Working Capital Statement, mutatis mutandis. During such thirty (30)-day period, Buyer will provide access, upon every reasonable request, to the Sellers’ Representative and the Representatives of the Sellers to all books, records, and appropriate personnel of Buyer, SPAC, the Acquired Companies and their respective auditors for purposes of preparing the Draft Working Capital Statement. If the Sellers’ Representative fails to deliver the Draft Working Capital Statement within such thirty (30)-day period, no adjustment to the Estimated Closing Merger Consideration will be made under Section 2.18.
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Preparation of Working Capital Statement. (i) Within 45 days after the Closing Date, the Buyer will prepare and deliver to the Solo Parties a draft working capital statement, which will include a calculation of the Net Working Capital as of the Closing Date (the “Draft Working Capital Statement”) for the Division as of the close of business on the Closing Date (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement). The Buyer will prepare the Draft Working Capital Statement on the same basis and using the same principles, practices, methods, and assumptions utilized in determining the Estimated Net Working Capital (as set forth in EXHIBIT C), in accordance with the schedule set forth in EXHIBIT C attached hereto.
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Preparation of Working Capital Statement. (a) No later than five (5) Business Days prior to the Closing Date (reasonable notice of which shall be provided by the Purchaser), the Sellers shall prepare and deliver to the Purchaser a good faith, estimated, unaudited statement of the Working Capital expected to exist as of the Closing Time (the "Estimated Working Capital Statement" and the Working Capital set out therein, the "Estimated Working Capital"). The Sellers shall consider the reasonable comments of the Purchaser in preparing the Estimated Working Capital Statement. The Estimated Working Capital Statement shall be certified on behalf of the Sellers by the Chief Executive Officer of the Sellers (or a Person acting in a similar capacity) as being true and correct in all material respects. The Purchase Price, the Cash Portion and the Initial Cash Portion shall be decreased on a dollar•-for-dollar- basis for every dollar for which the Estimated Working Capital is less than the Target Working Capital.
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Preparation of Working Capital Statement. ‌ The Working Capital Statement must be prepared for the Group by reference to and in accordance with the September Financial Statements, except that gold in doré or metal form will be valued at the Current Gold Price less $100 per ounce.
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Preparation of Working Capital Statement. Following Completion, the Seller and the Buyer must procure that a Working Capital Statement for the Target Entity is prepared and finalised in accordance with Schedule 6.
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Preparation of Working Capital Statement. 1.1 As soon as reasonably practicable after Completion, the Purchaser shall prepare a draft Working Capital Statement for the Companies in the form set out in Schedule 10.
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Related to Preparation of Working Capital Statement

  • 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.

  • 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.

  • Final Statement Not later than 56 days after the issue of the Defects Liability Certificate pursuant to Sub-Clause 62.1, the Contractor shall submit to the Engineer for consideration a draft final statement with supporting documents showing in detail, in the form approved by the Engineer; The final value of all work done in accordance with the Contract; Any further sums which the Contractor considers to be due to him. If the Engineer disagrees with or cannot verify any part of the draft final statement, the Contractor shall submit such further information as the Engineer may reasonable require and shall make such changes in the draft as may be required. SUBCLAUSE 60.7– DISCHARGE Upon submission of the Final Statement, the Contractor shall give to the Employer, with a copy to the Engineer, a written discharge confirming that the total of the Final statement represents full and final settlement of all monies due to the Contractor arising out of or in respect of the Contract. Provided that such discharge shall become effective only after payment under the Final Payment Certificate issued pursuant to Sub-Clause 60.8 has been made and the Performance Security referred to in Sub-Clause 10.1 has been returned to the Contractor. SUBCLAUSE 60.8 – FINAL PAYMENT CERTIFICATE Upon acceptance of the Final Statement as given in Sub-Clause 60.6, the Engineer shall prepare a Final Payment Certificate which shall be delivered to the Contractor's authorized agent or representative for his signature. The Final Payment Certificate shall state: The final value of all work done in accordance with the Contract; After giving credit to the Employer for all amounts previously paid by the Employer, the balance, if any, due from the Employer to the Contractor or the Contractor to the Employer. Final Certificate shall be issued for any sum due to the Contractor even if such is less than the sum named in the Appendix to the Form of BID. SUBCLAUSE 60.9– CESSATION OF EMPLOYERS LIABILITY unless the Contractor notifies the Engineer of his objection to the Final Certificate within fourteen days of delivery thereof he shall be deemed to have agreed that he accepts the total Contract Price as set out in the Final Certificate as full settlement for all Work Done under the Contract including any variations and omissions thereof but excluding any variations and claims previously made in writing. SUBCLAUSE 60.10 – TIME FOR PAYMENT The amount due to the Contractor under any Interim Payment Certificate or Final Payment Certificate issued pursuant to this Clause or to any other term of the Contract, shall, subject to Clause 47, be paid by the Employer to the Contractor as follows:

  • General Statement The University shall exercise its authority to determine the standards, qualifications, and criteria so as to fill appointment vacancies in the bargaining unit with the best possible candidates. In furtherance of this aim, the University shall: (a) advertise such appointment vacancies; (b) receive applications and screen candidates for such appointments, and make appointments consistent with such standards, qualifications, and criteria; and (c) commit to an effort to identify and seek qualified women and minority candidates for vacancies and new positions. Procedures:

  • 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.

  • Tenancy and Financial Statements 16.1 TENANCY STATEMENT. EACH PARTY (AS "RESPONDING PARTY") SHALL WITHIN TEN (10) DAYS AFTER WRITTEN NOTICE FROM THE OTHER PARTY (THE "REQUESTING PARTY") EXECUTE, ACKNOWLEDGE AND DELIVER TO THE REQUESTING PARTY A STATEMENT IN WRITING IN A FORM SIMILAR TO THE THEN MOST CURRENT "TENANCY STATEMENT" FORM PUBLISHED BY THE AMERICAN INDUSTRIAL REAL ESTATE ASSOCIATION, PLUS SUCH ADDITIONAL INFORMATION, CONFIRMATION AND/OR STATEMENTS AS MAY BE REASONABLY REQUESTED BY THE REQUESTING PARTY.

  • Annual Statement The Plan Administrator shall provide to the Executive, within one hundred twenty (120) days after the end of each Plan Year, a statement setting forth the benefits to be distributed under this Agreement.

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • SEC Filings and Financial Statements The Company has filed all reports required to be filed by it under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), including pursuant to Section 13(a) or 15(d) thereof, for the two (2) years preceding the date hereof (or such shorter period as the Company was required by law to file such material) (the foregoing materials, including the Company's proxy statements on Schedule 14A, being collectively referred to herein as the "SEC Reports") on a timely basis or has received a valid extension of such time of filing and has filed any such SEC Reports prior to the expiration of any such extension other than its Annual Report on Form 10-K for the fiscal year ended April 30, 2009 and its Quarterly Reports on Form 10-Q for the fiscal quarters ended July 31, 2009 and October 31, 2009, each of which were filed late. As of their respective dates, the SEC Reports complied in all material respects with the requirements of the Securities Act of 1933, as amended (the "Securities Act") and the Exchange Act and the rules and regulations of the Commission promulgated thereunder, and none of the SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. The financial statements of the Company included in the SEC Reports, as the same may have been amended or superseded by a subsequently filed SEC Report, comply in all material respects with applicable accounting requirements and the rules and regulations of the Commission with respect thereto as in effect at the time of filing. Such financial statements have been prepared in all material respects in accordance with United States generally accepted accounting principles applied on a consistent basis during the periods involved ("GAAP"), except as may be otherwise specified in such financial statements or the notes thereto and except that unaudited financial statements may not contain footnotes required by GAAP, and fairly present in all material respects the financial position of the Company as of and for the dates thereof and the results of operations and cash flows for the periods then ended, subject, in the case of unaudited statements, to normal, year-end audit adjustments.

  • Financial Statements; Servicing Facilities In connection with marketing the Mortgage Loans or a proposed Reconstitution, the Owner shall make available to a prospective purchaser audited financial statements of the consolidated group that includes the Servicer for the most recently completed three fiscal years for which such statements are available, as well as a “Consolidated Statement of Condition” at the end of the last two fiscal years for which such statements are available covered by any “Consolidated Statement of Operations.” The Servicer also shall make available any comparable interim statements to the extent any such statements have been prepared by or on behalf of the corporate group that includes the Servicer (and are available upon request to the public at large). The Servicer shall furnish to the Owner or a prospective purchaser copies of the statements specified above. The Servicer shall make available to the Owner or any prospective purchaser a knowledgeable representative for the purpose of answering questions respecting recent developments affecting the Servicer or the financial statements of the corporate group that includes the Servicer, and to permit any prospective purchaser (upon reasonable notice) to inspect the Servicer’s servicing facilities (no more than 6 times per year unless mutually agreed to between the parties) for the purpose of satisfying such prospective purchaser that the Servicer has the ability to service the Mortgage Loans as provided in this Agreement provided that such access is necessary, reasonable, or appropriate with respect to the Owner or the purposes of this Agreement to the extent such access or information are readily accessible to the Servicer without undue expense.

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