Examples of Baseline Balance Sheet Date in a sentence
Since the Baseline Balance Sheet Date, (a) there has not occurred any Material Adverse Effect, (b) the Business has been conducted in the Ordinary Course of Business in all material respects and (c) except for the transactions contemplated by this Agreement, there has not been any action or event that would have required Buyer’s consent pursuant to Section 6.01(b).
The unpaid Taxes of Seller, which have accrued as of the Baseline Balance Sheet Date, do not exceed the reserve for accrued tax liability (excluding any reserve for deferred taxes established to reflect timing differences between book and tax income) set forth or included in such financial statements, after taking into account all other timing differences.
Except as disclosed in Schedule 3.1(s), there are no liabilities of Seller of any kind whatsoever, whether accrued, contingent, absolute, determined, determinable or otherwise, other than (i) liabilities provided for in the Baseline Balance Sheet; (ii) liabilities incurred in the Ordinary Course of Business consistent with past practice since the Baseline Balance Sheet Date; and (iii) liabilities under this Agreement.
The Baseline Balance Sheet fairly presents, and the Record Date Balance Sheet will fairly present, the financial position of the Company in all material respects as of the Baseline Balance Sheet Date and the Record Date respectively.
Except to the extent fully reflected or reserved against on the Baseline Balance Sheet, the Company had no Liabilities as of the Baseline Balance Sheet Date.
SCHEDULE 3.12 sets forth all Accounts Receivable of the Company as of the Baseline Balance Sheet Date, and the approximate aging of such Accounts Receivable.
Except as set forth on SCHEDULE 3.12, all Accounts Receivable of the Company reflected on SCHEDULE 3.12 and all Accounts Receivable of the Company generated after the Baseline Balance Sheet Date that are reflected in the accounting records of the Company as of the Closing Date represent or will represent valid obligations arising from sales actually made or services actually performed or billed for in the ordinary course of the Business.
SCHEDULE 3.25 is a complete and accurate list for each significant customer of the Company (as set forth on SCHEDULE 3.13 above) of the deferred revenue of the Company for each such customer, as of the Baseline Balance Sheet Date.
In addition, attached to Schedule 3.1(d) is the Baseline Balance Sheet, which fairly presents the pro forma financial position of Seller as of the Baseline Balance Sheet Date, in accordance with GAAP, subject to normal recurring year-end adjustments and the absence of notes.
Since the Baseline Balance Sheet Date, (a) there has not occurred any MaterialAdverse Effect, (b) the Business has been conducted in the Ordinary Course of Business in all material respects and (c) except for the transactions contemplated by this Agreement, there has not been any action or event that would have required Buyer’s consent pursuant to Section 6 .01(b).