Common use of Prepayments, Prebilled Invoices and Deposits Clause in Contracts

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries. (b) Section 2.26(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices of the Company.

Appears in 2 contracts

Samples: Merger Agreement (Rsa Security Inc/De/), Agreement and Plan of Merger (Rsa Security Inc/De/)

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Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.30(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary and the Subsidiaries as of the date hereof January 31, 2005 from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesCompany. (b) Section 2.26(b2.30(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary and the Subsidiaries as of the date hereof to vendors or suppliers January 31, 2005 for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practices practice of the Company.

Appears in 2 contracts

Samples: Merger Agreement (Akamai Technologies Inc), Merger Agreement (Akamai Technologies Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.31(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries. (b) Section 2.26(b2.31(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, Date and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices of the Company.

Appears in 2 contracts

Samples: Stock Purchase Agreement (LogMeIn, Inc.), Stock Purchase Agreement (LogMeIn, Inc.)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.32(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary and the Subsidiaries as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries. (b) Section 2.26(b2.32(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary and the Subsidiaries as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and the Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Akamai Technologies Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.30(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary and the Subsidiaries as of the date hereof of the close of business on July 22, 2011 from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries. (b) Section 2.26(b2.30(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary and the Subsidiaries as of the date hereof to vendors or suppliers close of business on July 22, 2011 for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and the Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Brooks Automation Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.29(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits in excess of $10,000 that have been received by the Company or any Subsidiary as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a basis consistent basis with the past practice of the Company and the SubsidiariesCompany. (b) Section 2.26(b2.29(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits individually or in the aggregate in excess of $10,000 that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a basis consistent basis with the past practices practice of the Company.

Appears in 1 contract

Samples: Merger Agreement (I Many Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.28(a) of the Company Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary and CMS as of the date hereof Unaudited Balance Sheet Date from customers for products to be shipped, or services to be performed, after the Closing Unaudited Balance Sheet Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, invoiced and (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Unaudited Balance Sheet Sheet, and will be properly accrued for on the Closing Date Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesCMS. (b) Section 2.26(b2.28(b) of the Company Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary and CMS as of the date hereof to vendors or suppliers Unaudited Balance Sheet Date for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Unaudited Balance Sheet Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, paid and (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Unaudited Balance Sheet Sheet, and will be properly accrued for on the Closing Date Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and CMS.

Appears in 1 contract

Samples: Merger Agreement (Analogic Corp)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.30(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary and the Subsidiaries as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries. (b) Section 2.26(b2.30(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary and the Subsidiaries as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, Date and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and the Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Akamai Technologies Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.30(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits in excess of $100,000 each that have been received by the Company or any Subsidiary as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the its Subsidiaries. (b) Section 2.26(b2.30(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits in excess of $100,000 each that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and its Subsidiaries.

Appears in 1 contract

Samples: Purchase Agreement (Kadant Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a3.22(a) of the Company Disclosure Schedule Letter sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any the Subsidiary as of the date hereof September 30, 2011 from customers for products to be shipped, or services to be performed, after September 30, 2011 (other than prepayments, prebilled invoices or deposits that do not exceed $50,000 in the Closing Dateaggregate from September 30, 2011 through the date of this Agreement, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, invoiced and (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Company’s unaudited consolidated balance sheet dated September 30, 2011, and will be properly accrued for in the calculation of Net Working Capital, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesSubsidiary. (b) Section 2.26(b3.22(b) of the Company Disclosure Schedule Letter sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any the Subsidiary as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, date hereof and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, paid and (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Company’s unaudited consolidated balance sheet dated September 30, 2011, and will be properly accrued for in the calculation of Net Working Capital, in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and the Subsidiary.

Appears in 1 contract

Samples: Agreement and Plan of Merger (HMS Holdings Corp)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits in excess of $1,000 that have been received by the Company or any Subsidiary MODE as of the date hereof Agreement Date from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits prior to September 30, 1997 are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesMODE. (b) Section 2.26(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits in excess of $1,000 that have been made or paid by the Company or any Subsidiary MODE as of the date hereof to vendors or suppliers Agreement Date for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) a summary of the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits prior to September 30, 1997 are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices of the CompanyMODE.

Appears in 1 contract

Samples: Merger Agreement (Emcore Corp)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(aSchedule 4.26(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary Companies as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet October 31, 2007 Financial Statements, and will be properly accrued for in Net Working Capital as of the Closing Date, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesCompanies. (b) Section 2.26(bSchedule 4.26(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary Companies as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet October 31, 2007 Financial Statements, and will be properly accrued for in Net Working Capital as of the Closing Date, in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompanies.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perkinelmer Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a3.29(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof of this Agreement from customers for products to be shipped, or services to be performedperformed or other benefits to be provided, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesCompany. (b) Section 2.26(b3.29(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, Date and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices practice of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Casella Waste Systems Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.29(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, performed after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiariespractice. (b) Section 2.26(b2.29(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices of the Companypractices.

Appears in 1 contract

Samples: Stock Purchase Agreement (Xcarenet Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a3.26(a) of the Company Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary and the Subsidiaries as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries. (b) Section 2.26(b3.26(b) of the Company Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary and the Subsidiaries as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, Date and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and the Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Demandware Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.27(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesCompany. (b) Section 2.26(b2.27(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers for products to be shipped, or services to be performed, received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for reflected on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices of the Company.

Appears in 1 contract

Samples: Merger Agreement (Professional Detailing Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a) of the The Telxon Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits in excess of One Thousand Dollars ($1,000) that have been received by the Company or any Subsidiary Virtual as of the date hereof from customers for products to be shipped, or services to be performed, after the Closing Datedate hereof, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Unaudited Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesVirtual. (b) Section 2.26(b) of the The Telxon Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits in excess of One Thousand Dollars ($1,000) that have been made or paid by the Company or any Subsidiary Virtual as of the date hereof to vendors or suppliers for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Datedate hereof, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) a summary of the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Unaudited Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices of the CompanyVirtual.

Appears in 1 contract

Samples: Stock Purchase Agreement (Telxon Corp)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a3.31(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of and the date hereof Subsidiaries from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with UK GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries. (b) Section 2.26(b3.31(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of and the date hereof to vendors or suppliers Subsidiaries for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, Date and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with UK GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and the Subsidiaries.

Appears in 1 contract

Samples: Stock Purchase Agreement (Parexel International Corp)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.30(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent December 2005 Balance Sheet Sheet, and will be accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries. (b) Section 2.26(b2.30(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent December 2005 Balance Sheet Sheet, and will be accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and the Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Rsa Security Inc/De/)

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Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a) of the Seller Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary Seller as of the date hereof from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Financial Statement in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesSeller. (b) Section 2.26(b) of the Seller Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices of the Company.,

Appears in 1 contract

Samples: Asset Purchase Agreement (Corvel Corp)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesCompany. (b) Section 2.26(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices of the Company.

Appears in 1 contract

Samples: Merger Agreement (Vitalworks Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a3.30(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits in excess of $50,000 that have been received by the either Company or any Subsidiary as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are outstanding on the Most Recent Balance Sheet Date will be properly accrued for on the Most Recent Balance Sheet in accordance with GAAP Applicable Accounting Principles applied on a consistent basis with the past practice of the Company Companies and the Subsidiaries. (b) Section 2.26(b3.30(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits in excess of $100,000 that have been made or paid by the Company Companies or any Subsidiary as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, Date and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are outstanding as of the Most Recent Balance Sheet Date will be properly accrued for on the Most Recent Balance Sheet in accordance with GAAP Applicable Accounting Principles applied on a consistent basis with the past practices practice of the CompanyCompanies and the Subsidiaries.

Appears in 1 contract

Samples: Master Share Purchase Agreement (Endurance International Group Holdings, Inc.)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a4.31(a) of the Company Disclosure Schedule sets forth forth, as of September 30, 2005, (i) all prepayments, prebilled invoices and deposits in excess of $100,000 that have been received by the Company or any Subsidiary as of the date hereof of this Agreement from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Current Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the its Subsidiaries. (b) Section 2.26(b4.31(b) of the Company Disclosure Schedule sets forth forth, as of September 30, 2005, (i) all prepayments, prebilled invoices and deposits in excess of $100,000 that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Current Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Rsa Security Inc/De/)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.30(a) of the Disclosure Schedule sets forth forth, as of the Most Recent Balance Sheet Date, (i) all prepayments, prebilled invoices and deposits in excess of $50,000 that have been received by the Company or any Subsidiary as of and the date hereof Subsidiaries from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the Subsidiaries. (b) Section 2.26(b2.30(b) of the Disclosure Schedule sets forth forth, as of the Most Recent Balance Sheet Date, (i) all prepayments, prebilled invoices and deposits in excess of $50,000 that have been made or paid by the Company or any Subsidiary as of and the date hereof to vendors or suppliers Subsidiaries for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, Date and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanyCompany and the Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Akamai Technologies Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.28(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary Business as of the date hereof of this Agreement from customers for products to be shipped, delivered or services to be performed, performed after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or product or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Date Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesSeller. (b) Section 2.26(b2.28(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary Business as of the date hereof to vendors or suppliers of this Agreement for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Date Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practices practice of the CompanySeller.

Appears in 1 contract

Samples: Asset Purchase Agreement (Cynosure Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.25(a) of the Disclosure Schedule Letter sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof Agreement Date from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with UK GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesCompany. (b) Section 2.26(b2.25(b) of the Disclosure Schedule Letter sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers Agreement Date for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with UK GAAP applied on a consistent basis with the past practices of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Renaissance Solutions Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof Agreement Date from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesCompany. (b) Section 2.26(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers Agreement Date for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices of the Company.

Appears in 1 contract

Samples: Merger Agreement (Gupton O Bruce)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.27(a) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof Agreement Date from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesCompany. (b) Section 2.26(b2.27(b) of the Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers Agreement Date for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet in accordance with GAAP applied on a consistent basis with the past practices of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Renaissance Solutions Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.29(a) of the Disclosure Schedule sets forth as of February 28, 2010 (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of and the date hereof Subsidiaries from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesGAAP. (b) Section 2.26(b2.29(b) of the Disclosure Schedule sets forth as of February 28, 2010 (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of and the date hereof to vendors or suppliers Subsidiaries for products to be shippedpurchased, or services to be performed, performed or other benefits to be received after the Closing Date, Date and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, delivered and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Sheet, and will be properly accrued for on the Closing Balance Sheet, in accordance with GAAP applied on a consistent basis with the past practices of the CompanyGAAP.

Appears in 1 contract

Samples: Stock Purchase Agreement (Perkinelmer Inc)

Prepayments, Prebilled Invoices and Deposits. (a) Section 2.26(a2.27(a) of the Company Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been received by the Company or any Subsidiary as of the date hereof from customers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party and contract credited, (B) the date received or invoiced, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Financial Statement in accordance with GAAP applied on a consistent basis with the past practice of the Company and the SubsidiariesCompany. (b) Section 2.26(b2.27(b) of the Company Disclosure Schedule sets forth (i) all prepayments, prebilled invoices and deposits that have been made or paid by the Company or any Subsidiary as of the date hereof to vendors or suppliers for products to be shipped, or services to be performed, after the Closing Date, and (ii) with respect to each such prepayment, prebilled invoice or deposit, (A) the party to whom such prepayment, prebilled invoice or deposit was made or paid, (B) the date made or paid, (C) the products and/or services to be delivered, and (D) the conditions for the return of such prepayment, prebilled invoice or deposit. All such prepayments, prebilled invoices and deposits are properly accrued for on the Most Recent Balance Sheet Financial Statements in accordance with GAAP applied on a consistent basis with the past practices of the Company.

Appears in 1 contract

Samples: Stock Purchase Agreement (Corvel Corp)

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