Working Capital Statements Sample Clauses

Working Capital Statements. Seller has previously delivered to Buyer Working Capital statements as of February 24, 2006, March 31, 2006, and at least five (5) Business Days prior to the Closing Date, the Closing Working Capital Statement. Each of the Working Capital statements in the foregoing sentence are in accordance with the books and records of Seller, and fairly present the elements of the Working Capital calculation as of the respective dates indicated thereon.
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Working Capital Statements. (a) No later than one (1) day prior to the scheduled Closing Date, the Company shall prepare and deliver to the Buyer a net working capital statement for the Company as of the close of business at the end of the last fiscal month immediately preceding the Closing Date (the "Net Working Capital Statement"). The Net Working Capital Statement shall be reasonably acceptable to the Buyer and estimate the Working Capital Assets, the Working Capital Liabilities and the Net Working Capital Amount of the Company as of the close of business at the end of the last full fiscal month immediately preceding the Closing Date. For purposes hereof, "
Sample 1
Working Capital Statements. Sellers shall deliver (or cause to be delivered) to Buyer monthly working capital statements on or before the 20th calendar day following the close of each calendar month ending subsequent to January 31, 2008, which shall be in the form of the Baseline Working Capital Statement but which shall reflect the information as of the final day of the applicable month (each, a “Monthly Working Capital Statement”). Buyer shall review each Monthly Working Capital Statement and shall promptly, but in any event within ten Business Days following receipt thereof, notify Sellers of any objection Buyer has to any amount or calculation set forth in the Monthly Working Capital Statement. In the event of any such objection, the parties will immediately work together in good faith to resolve their differences and agree upon a definitive and final Monthly Working Capital Statement for the applicable month. If the parties in good faith are unable to resolve their differences, such differences shall be resolved by submitting the unresolved issue to an independent certified public accounting firm in accordance with Section 2.02(d). If Buyer does not object to such Monthly Working Capital Statement within the ten-day period, the Buyer will be deemed to have accepted the applicable Monthly Working Capital Statement. During the preparation of each Monthly Working Capital Statement, Sellers agree to provide Buyer (and their representatives) with reasonable access to the books, records and other data and employees of Sellers in order to consult and provide advice, and Sellers shall give reasonable consideration to Buyer’s advice, in connection with Sellers’ preparation of the Monthly Working Capital Statement.
Sample 1
Working Capital Statements. Seller has previously delivered to Buyer the Reference Working Capital Statement as of December 31, 1999. The Reference Working Capital Statement
Sample 1
Working Capital Statements. From and after the date hereof until the Effective Time, as soon as reasonably practicable after the close of each fiscal month, the Company shall deliver to Parent an unaudited statement (the "WORKING CAPITAL STATEMENT") setting forth the Company's Working Capital as of the close of business on last day of such fiscal month. In the month in which the Closing is expected to occur, the Company shall prepare an adjusted Working Capital Statement (an "ADJUSTED WORKING CAPITAL STATEMENT") as promptly as reasonably practicable after the close of the prior fiscal month, which Adjusted Working Capital Statement shall reflect Working Capital as adjusted to (x) subtract from Working Capital the amount by which the aggregate Company Transaction Costs (whether or not paid) exceed $2,000,000 and (y) add to Working Capital the amount of Company Transaction Costs that have been paid by the Company and that are not included as prepaid expenses in Current Assets, together with supporting invoices (Working Capital as so adjusted, the "ADJUSTED WORKING CAPITAL"). The Working Capital Statements and the Final Working Capital Statement shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith.
Sample 1
Working Capital Statements. For so long as SZ is required to purchase any Series AA Preferred Stock hereunder, the Company, within ten (10) Business Days of receipt of SZ's or Trust's request, but not more often than monthly, will deliver to SZ and Trust a report (a "WORKING CAPITAL REPORT") in form reasonably acceptable to SZ and Trust showing (i) the amount of the Company's cash reserves available to satisfy its Working Capital Requirements, and (ii) the amount of such Working Capital Requirements (including a schedule of anticipated expenditures).
Sample 1
Working Capital Statements 
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Related to Working Capital Statements

  • 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.

  • Parent Financial Statements The consolidated financial statements (including all related notes thereto) of Parent included in the Parent SEC Documents (if amended, as of the date of the last such amendment filed prior to the date of this Agreement) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

  • Interim Financial Statements Complete and accurate copies of the unaudited financial statements of the Company and its consolidated Subsidiaries as at March 31, 2015 have been delivered to the Administrative Agent and such financial statements were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Company and its Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject to normal year-end audit adjustments.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Company Financial Statements The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been provided to the Purchasers (i) have been prepared from, and are in accordance with, the books and records of the Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

  • Unaudited Financial Statements The Acquiring Portfolio shall furnish to the Target Portfolio within ten (10) business days after the Closing Date, an unaudited statement of assets and liabilities and the portfolio of investments and the related statements of operations and changes in net assets as of and for the interim period ending on the Closing Date; such financial statements will represent fairly the financial position and portfolio of investments and the results of its operations as of, and for the period ending on, the dates of such statements in conformity with generally accepted accounting principles applied on a consistent basis during the period involved and the results of its operations and changes in financial position for the periods then ended; and such financial statements shall be certified by the Treasurer of the Acquiring Portfolio as complying with the requirements hereof.

  • Seller Financial Statements Attached hereto as Schedule 5.10 are (i) the consolidated balance sheet of Seller as of December 31, 1997, and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 (collectively, the "Seller Financial Statements"); and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28, 1998 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two (2) month period ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." Seller Financial Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result in a Material Adverse Effect on Seller) and lack of footnotes thereto.

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Financial Statements; Projections Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006.

  • Audited Financial Statements The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

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