Section 2 – Specific Accounting Principles Sample Clauses

Section 2 – Specific Accounting Principles. The “Specific Accounting Principles” means the specific principles, practices, procedures, policies and methods, judgments, inclusions and exclusions and methodologies, estimation and valuation techniques (including with respect to the calculation of reserves and accruals) set forth below: 1. The Statements shall be calculated on the basis that the Company and Subsidiary are each a going concern. 2. All of the provisions of this Section and the calculations of Estimated Closing Indebtedness, Estimated Closing Cash, Estimated Closing Transaction Expenses, and Estimated Closing Working Capital shall be interpreted so as to avoid double counting (whether positive or negative) of any item. 3. All of the provisions of this Section and the calculations of Closing Indebtedness, Closing Cash, Closing Transaction Expenses, and Closing Working Capital shall be interpreted so as to avoid double counting (whether positive or negative) of any item. 4. There shall be no change in the classification (a) to a current liability of any liability that has not previously been characterized as a current liability or (b) to a long-term asset of any asset that has not previously been characterized as a long-term asset, other than due to the passage of time. 5. The Statements shall not include (i) the effects of the contemplated change of control or ownership of the Company to occur at the Closing, (ii) any changes in assets or liabilities as a result of any purchase accounting, fair value accounting or other adjustment arising out of the consummation of the Agreement or (iii) the effects of any post-Closing reorganizations or the post-Closing obligations and intentions of Buyer. 6. No new class or classes of liabilities, asset reserves, or valuation allowances shall be introduced in the calculation of Working Capital or Indebtedness that were not used in the preparation of Schedule 1.3(a). 7. The Statements shall be prepared so as to not include any liability to the extent such liability will be assumed or settled by Seller at or after the Closing.