Reference Statement definition

Reference Statement has the meaning set forth in Section 2.4.

Reference Statement has the meaning set forth in Section 3.7(a).

Reference Statement has the meaning set forth in Section 2.7.

Examples of Reference Statement in a sentence

• Any Notice of Objection shall include only objections based on (i) mathematical errors in the computation of Closing Net Assets or (ii) Closing Net Assets not having been calculated in accordance with the consistent application of the accounting principles, practices, methodologies and policies used in the preparation of the Reference Statement (after taking into consideration the provisions of Schedule 1.04(a)).

• Attached hereto as Exhibit 3.3.1 is a Reference Statement (the “Reference Statement”) consisting of certain itemized current assets and current liabilities as of March 31, 2005 which result in a net working capital amount of $3,144,002.82(the “Reference Net Working Capital Amount”), established for purposes of the Purchase Price Adjustment described in Section 3.3.4 below.

• Such items as are set forth in the Reference Statement have been determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and the past practices of the Seller except as agreed upon by the Seller and the Purchaser as set forth on the Reference Statement.

• Seller and Purchaser acknowledge that (i) the sole purpose of the determination of Closing Net Assets is to adjust the Purchase Price so as to reflect the change in Net Assets from December 31, 2001, to the Closing Date and (ii) such change is to be measured on a totally consistent basis so that the calculation is to be done using the same accounting principles, practices, methodologies and policies used in the preparation of the Reference Statement, except as provided in Schedule 1.04(a).

• The unaudited special purpose statement of net assets of the Publishing Subsidiaries as at December 31, 1997 is herein referred to as the "Reference Statement of Net Assets".

More Definitions of Reference Statement

Reference Statement shall have the meaning set forth in Section 1.4(d).

Reference Statement means Exhibit H attached hereto setting forth an example calculation of the Closing Working Capital calculated in accordance with this Agreement.

Reference Statement means the unaudited statement of assets and liabilities of the Business dated as of March 31, 2005, a copy of which is set forth in Section 4.5 of the Disclosure Schedule.

Reference Statement means the Reference Statement set forth on Section 1.2(b) of the Disclosure Letter.

Reference Statement shall have the meaning prescribed to such term in Section 3.1.

Reference Statement means the reference statement attached hereto as Annex B setting forth a calculation of Net Working Capital as of November 30, 2023 and the Target Net Working Capital. The manner, format and methodology reflected and used in such calculations shall be applied on the exact same basis for the calculation of Closing Net Working Capital and Estimated Closing Net Working Capital, with each determination made in accordance with GAAP applied consistently with past practice of the Companies, except for the following variance from GAAP (which is consistent with past practice of the Companies): in lieu of a reserve against inventory for spoilage, theft or other loss not attributable to retail sales there will be direct write-offs in accordance with the Inventory Past Practices.

Reference Statement means the statement, prepared in accordance with the Agreed Accounting Policies and attached hereto as Exhibit B, setting forth the agreed upon calculation of Net Working Capital as of the close of business on the Reference Date.