Procedures for Preparing Statement; Inventory Sample Clauses

Procedures for Preparing Statement; Inventory. For purposes of this Section 2.5, the Closing Date Statement of Net Assets shall be prepared (i) in accordance EXECUTION COPY -------------- with GAAP, except as expressly identified in (and in accordance with the procedures, assumptions, conventions and adjustments set forth in) Section 2.5.3.5 of the Seller's Disclosure Schedule, applied on a basis consistent with the preparation of the Combined Statement of Net Assets (other than with respect to Taxes) and the Base Net Assets Statement (except as set forth in Section 2.5.5), (ii) in accordance with Section 2.5 of the Seller's Disclosure Schedule (with respect to foreign currency exchange rates) and (iii) on the assumption that (v) the Water Business has no assets other than (A) the Water Business assets of the Transferred Subsidiaries, and (B) the Transferred Assets, (w) the Water Business has no Liabilities other than (A) those of the Transferred Subsidiaries (other than any Liabilities of the Transferred Subsidiaries that are Excluded Liabilities) and (B) the Transferred Liabilities, (x) the occurrence of the Closing will not, in and of itself, have any effect on the preparation, (y) the Reorganization has been completed, and (z) the Organizational Restructuring has not occurred. For the avoidance of doubt, the parties acknowledge and agree that the Closing Date Statement of Net Assets shall be prepared using principles under GAAP appropriate for the Water Business (except as expressly identified in, and in accordance with the procedures, assumptions, conventions and adjustments set forth in, Section 2.5.3.5 of the Seller's Disclosure Schedule and Section 2.5.5) which may not be the same as those used to prepare the financial statements of the Seller and its consolidated Subsidiaries. For the purposes of preparing the Closing Date Statement of Net Assets, a physical inventory shall be taken as of the close of business on the Accounting Closing Date in accordance with Section 5.15; provided, however, that any disputes over the physical inventory, settled in the manner described in this Section 2.5 shall be limited to inventory which is created or obtained between the date hereof and the Accounting Closing Date.
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Related to Procedures for Preparing Statement; Inventory

  • Billing Statement The billing statement shall show the work authorization number for each work authorization included in the billing, the total amount earned to the date of submission, and the amount due and payable as of the date of the current billing statement for each work authorization. The billing statement shall indicate if the work has been completed or if the billing is for partial completion of the work. The fixed fee will be paid in proportion to the percentage of work completed per work authorizations.

  • Monthly Billing Statements The Engineer shall request reimbursement of costs incurred by submitting the original and one copy of an itemized billing statement in a form acceptable to the State. The Engineer is authorized to submit requests for reimbursement no more frequently than monthly and no later than ninety (90) days after costs are incurred.

  • Billing Statements ‌ 8.1 Condition 22.4 (Contents of Billing Statement) of the Conditions shall be amended so that Condition 22.4(I) is deleted and replaced by the following provisions:

  • LEAD WARNING STATEMENT Housing built before 1978 may contain lead-based paint. Lead from paint, paint chips and dust pose health hazards if not managed properly. Lead exposure is especially harmful to young children and pregnant women. Before renting pre-1978 housing, OWNERS must disclose the presence of known lead-based paint hazards in the dwelling. RESIDENTS must also receive a federally approved pamphlet on lead poisoning prevention.

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Inventory Reports Within 45 days after the close of each fiscal quarter of Customer, a copy of the Inventory Report (as and to the extent applicable, breaking out Inventory by location, and separately reporting any work in process) of Customer as of the end of such fiscal quarter; and

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Operating Statements In the case of each Mortgage Loan, the related Mortgage or another Mortgage Loan document requires the related Mortgagor, in some cases at the request of the lender, to provide the holder of such Mortgage Loan with at least quarterly operating statements and rent rolls (if there is more than one tenant) for the related Mortgaged Property and annual financial statements of the related Mortgagor, and with such other information as may be required therein.

  • Borrowing Base Reports Within thirty (30) days after the last day of each month, aged listings of accounts receivable and accounts payable (by invoice date) (the “Borrowing Base Reports”);

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