Examples of Contributor Financial Statements in a sentence
At least two (2) Business Days prior to the Closing Date, Contributor shall prepare and deliver or cause to be prepared and delivered to Acquiror a statement containing Contributor’s good faith calculation of the Net Working Capital as of the Closing Date for the SUN Retail Business, based on the Contributor Financial Statements and consistent with the methodology set forth on Schedule 2.5 (collectively, the “Estimated Closing Net Working Capital”).
Contributor’s calculation of the Estimated Closing Net Working Capital shall be determined in accordance with GAAP applied using the accounting principles, practices and methods that were used in the preparation of the Contributor Financial Statements and consistent with the methodology set forth on Schedule 2.5. The Cash Consideration shall be increased by the greater of the amount of the Estimated Closing Net Working Capital and $168,000,000.00.
Acquiror’s calculation of the Closing Net Working Capital shall be determined in accordance with GAAP applied using the accounting principles, practices and methods that were used in the preparation of the Contributor Financial Statements and consistent with the methodology set forth on Schedule 2.5.
Such decision shall be determined in accordance with GAAP applied using the accounting principles, practices and methods that were used in the preparation of the Contributor Financial Statements and consistent with the methodology set forth on Schedule 2.5 shall be set forth in a written statement delivered to Acquiror and Contributor and shall be final, binding, conclusive and non-appealable for all purposes hereunder.
Except for those Taxes being contested in good faith and for which adequate reserves have been established in accordance with GAAP in the Contributor Financial Statements, each Contributor Party and PFG has timely paid all Taxes required to be paid (whether or not shown on any Tax Return) by it.
Except as set forth in the Contributor Financial Statements or as is not reasonably likely to have a PCX Material Adverse Effect, (x) no material change is required in the Contributor’s or any of its subsidiaries’ processes, properties or procedures in connection with any Laws in effect on the date hereof or enacted as of the date hereof and scheduled to be effective after the date hereof, and (y) the Contributor has not received any notice or communication of any noncompliance with any Law.
USQL and Fabiani’s argument that the USQL Agreement was not in effect during 2015 and 2016 is unavailing.
The Contributor Financial Statements and notes have been prepared from the books and records of the Contributor and its Subsidiaries and fairly present the assets and liabilities of the Contributor and its Subsidiaries, the financial condition and the results of operations and cash flows of the Contributor and its Subsidiaries on the respective dates of and for the periods referred to in such financial statements, all in accordance with GAAP.
Except as set forth in the Contributor Financial Statements, no investigation or review by any Governmental Authority with respect to the Contributor or any of its subsidiaries is pending or, to the knowledge of the Contributor and PCX Equities, threatened, nor has any Governmental Authority indicated an intention to conduct the same, except for those the outcome of which are not, individually or in the aggregate, reasonably likely to have a PCX Material Adverse Effect.
Sellers have delivered to the Highstar Entities the Contributor Financial Statements and the Pittsburg Financial Statements.