Statement of Net Assets. (a) RVI shall prepare a special-purpose statement of net assets of RVI, exclusive of RVI’s investment in DSW, as of January 29, 2011 (the “Statement”), in accordance with the basis of presentation set forth in Schedule 5.13(a) (the “Basis of Presentation”), and shall engage a nationally recognized accounting firm (the “Auditor”) to deliver a report on the Statement (the “Report”). RVI shall present a draft of the Statement to DSW no later than March 31, 2011. DSW shall notify RVI, within two (2) business days after DSW’s receipt of that draft, regarding whether DSW has any objection to the draft, and may base any such objection only on the draft’s failure to comply with the Basis of Presentation. If DSW so delivers notice of any such objection, RVI and DSW shall begin efforts to resolve the objection immediately upon DSW’s delivery of that notice, and shall cooperate in good faith and use their best efforts to resolve that objection as soon as is practicable.
(b) DSW shall execute an agreement with the Auditor with respect to the Statement and Report in the form thereof required by the Auditor, and shall provide a copy of that agreement to RVI. DSW shall advise RVI immediately upon DSW’s receipt of any communication from the Auditor concerning the Statement or Report, shall afford RVI an opportunity to participate in any response thereto by or on behalf of DSW, and shall make any such response as soon as is practicable, subject only to the availability of RVI personnel for that purpose. DSW shall not initiate any communication with the Auditor regarding the Statement or Report without RVI’s prior written approval or participation.
(c) RVI shall prepare a schedule (the “Cash Schedule”) listing all cash receipts and all cash disbursements of RVI (other than those in DSW bank accounts) that individually exceeded or equaled $100,000 from January 30, 2011 through the month end prior to the Closing (“RVI’s Significant Cash Transactions”). The Cash Schedule of RVI’s Significant Cash Transactions shall list the date of the transaction, whether it is a disbursement or a receipt, the amount, and the payee if it is a disbursement. RVI shall execute an engagement letter with the Auditor to deliver a report on the Cash Schedule (the “Agreed Upon Procedures Report”). RVI shall present a draft of the Cash Schedule to DSW no later than two weeks after the month end prior to the Closing. DSW shall notify RVI, within two (2) business days after DSW’s receipt of that draft, ...
Statement of Net Assets. Schedule 23 sets out the Statement of Net Assets.
Statement of Net Assets. The statement of net assets set out in Exhibit H ----------------------- ("Statement of Net Assets") has been prepared by NTL and NTI in good faith ----------------------- and represents NTL's best estimate on the date it was prepared of the book value of the assets and the amount of the liabilities specified therein for the Global Entrust Business.
Statement of Net Assets. 2.6.1 Schedule 23 sets out the Statement of Net Assets.
2.6.2 The Statement of Net Assets was prepared, in all material respects, in accordance with the Statement of Net Assets Rules, and on that basis fairly presents, in all material respects, the financial position of the Vaccines Group as of the date thereof, subject to year-end audit adjustments and the absence of footnote discussions and similar presentation items therein.
Statement of Net Assets. (a) Schedule 3.06 contains the unaudited statement of Purchased Assets ------------- and Assumed Liabilities as at April 30, 2002 (the "Statement of Net Assets"). ----------------------- The Statement of Net Assets is true and correct in all material respects.
(b) All accounts, notes receivable and other receivables included in the Purchased Assets (i) are, and at the Closing Date will be, valid and (ii) have arisen in the ordinary course of business. Except as set forth in Schedule -------- 3.06
Statement of Net Assets. A true, correct and complete copy of the February Statement of Net Assets has been delivered by Buyer at the First Closing. The February Statement of Net Assets presents fairly the assets and liabilities of the component recovery business of MEI, Seller and their subsidiaries and affiliates at the date thereof in accordance with GAAP (subject to the absence of notes and subject to, as of such date, the exclusion of cash attributable to the component recovery business and the liabilities that constitute the Intercompany Payable). As of the First Closing, there are no material liabilities of the component recovery business of MEI, Seller and their subsidiaries and affiliates, of any nature (whether accrued, absolute, contingent or otherwise, choaxx xx inchoate, and whether due or to become due), that are not reflected in, reserved against or otherwise described in the February Statement of Net Assets.
Statement of Net Assets. The Statement of Net Assets was prepared for the purposes of the transactions contemplated by this Agreement and in accordance with the Statement of Net Assets Rules and the Statement of Net Assets fairly presents, in all material respects and with respect to the Business, the financial position of the Flu Group as of the date thereof, subject to the absence of footnote discussions and similar presentation items therein. For the purposes of this paragraph 2.9, “in all material respects” shall be construed by reference to a materiality threshold of US$10 million.
Statement of Net Assets. The term "Statement of Net Assets" means the adjusted statement of net assets of the Company as of August 31, 1997, which is attached as Schedule 1.20(a) hereto. Adjustments to the Statement of Net Assets for Excluded Assets and Liabilities and corporate reserves are also described in Schedule 1.20
Statement of Net Assets. (Excluding Equipment) and Preliminary ------------------------------------------------------------- Report. Each of the Statement of Net Assets (Excluding Equipment) and the ------ Preliminary Report has been prepared in good faith, is based on the books and records of Sellers and their Subsidiaries and is complete and correct in all material respects in accordance with the methodologies set forth in Section 2.8 of the Seller Disclosure Schedule as of the date as of which it speaks. All Accounts Receivable have arisen in the ordinary course of the Business for valuable consideration.
Statement of Net Assets. Global anticipates that the wind-up will be substantially completed by the end of the third quarter of 2013. The winding up process consists of the satisfaction of all remaining liabilities and obligations of the Company, the distribution of remaining cash to shareholders, compliance with reporting obligations under applicable laws and regulations until the dissolution of the Company is completed, and such other activities as are ancillary to the winding up and final liquidation of the Company. On October 14, 2011, following the filing by Global of a Notice of Intent to Dissolve, the Company was issued a Certificate of Intent to Dissolve under the Business Corporations Act (Alberta) by the Alberta Registrar of Corporations and, upon conclusion of the winding up process, the Company intends to apply for a Certificate of Dissolution. Set out below is an analysis of Global's balance sheet presented in the form of a statement of net assets at June 30, 2012. The only difference between the unaudited consolidated interim balance sheet and the statement of net assets is the inclusion of estimated future net costs to wind-up and liquidate the Company of $850,000 until September 30, 2013. Statement of Net Assets (in thousands of Canadian dollars) June 30, 2012 Assets Cash and cash equivalents $ 283 Short-term investments 3,509 Trade and other receivables 184 Escrow receivables 1,007 Prepaid expenses 49 Total assets 5,032 Liabilities Trade and other payables $ 171 Income taxes payable 278 Provisions 250 Total liabilities 699 Net assets as at June 30, 2012 $ 4,333 Estimated net costs for the wind-up to September 30, 2013 850 Estimated future net assets as at September 30, 2013 $ 3,483 Number of common shares 15,264,065 Estimated Distributable Cash Per Share $ 0.23 Excluding the initial return of capital distribution of $1.00 per share paid on November 2, 2011 and the second return of capital distribution of $0.40 per share distribution that was paid on May 14, 2012, Global estimates that $3.5 million ($0.23 per share) will be available for distribution to shareholders in one or more installments. The Global Board has not determined whether any further interim distributions will be paid to shareholders. It is anticipated that a final distribution of remaining cash, if any, will be made during the second half of 2013, subject to satisfaction of all remaining liabilities of the Company and receipt by the Company of tax clearance certificates from the federal and certain...
