Seller Accounting Principles definition

Seller Accounting Principles means the accounting principles of Seller, which accounting principles were delivered to Purchaser on the date hereof.
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Seller Accounting Principles shall have the meaning set forth in Section 2.7(a) hereof.
Sample 1Sample 2
Seller Accounting Principles has the meaning set forth in Section 1.2. “Seller Fundamental Representations” means the representations and warranties contained in Section 2.1 (Organization and Authority of Covenantors), Section 2.2 (Organization and Authority of the Acquired Companies), Section 2.3 (Capitalization) and Section 2.18 (Brokers). “Seller Related Party” means Seller Representative, each Seller and each of their respective affiliates and their and their respective affiliates’ stockholders, partners, members, officers, directors, employees, controlling persons, agents and representatives. “Seller Special Representations” means the representations and warranties contained in Section 2.14 (Environmental), Section 2.17 (Taxes) and Section 2.30 (Coronavirus Pandemic Matters). “Seller Standard Representations” means all of the representations and warranties contained in Article 2, other than Seller Fundamental Representations and Seller Special Representations. “Seller Indemnified Parties” has the meaning set forth in Section 5.3(a). “Seller Parties” means Sellers and the Covenantors. “Sellers” has the meaning set forth in the Preamble. “Sellers’ Asset Allocation Notice” has the meaning set forth in Section 1.9(a). “Sellers Representative” has the meaning set forth in the Preamble. “Sellers’ Retention Amount” means $975,000; provided when and if the retention amount under the R&W Insurance Policy is reduced in accordance with terms thereof, “Sellers’ Retention Amount” shall be reduced to an amount equal to 50% of the then-effective retention amount (any such reduction, a “Sellers’ Retention Amount Deduction”). “Software” means computer programs, operating systems, applications, firmware and other code, including, without limitation, all source code, object code, application programming interfaces, data files, databases, protocols, specifications, and other documentation thereof. “Straddle Period” means any taxable period that includes (but does not end on) the Closing Date. “Subsidiary” of any specified Person means any other Person of which such first Person owns (either directly or through one or more other Subsidiaries) a majority of the outstanding equity securities or securities carrying a majority of the voting power in the election of the board of directors or other governing body of such Person, and with respect to which entity such first Person is not otherwise prohibited contractually or by other legally binding authority from exercising control. “Survival Date” has the ...
Sample 1

Examples of Seller Accounting Principles in a sentence

  • All accounts, notes receivable and other receivables arising out of or relating to the Business as of June 30, 2007 have been included in the Current Balance Sheet, and all accounts, notes receivable and other receivables arising out of or relating to the Business as of the Closing Date are or will be reflected in the books and records of the Business, and are or will be carried in the aggregate at values determined in accordance with the Seller Accounting Principles applied on a consistent basis.

  • All accounts, notes and other receivables, whether or not accrued, and whether or not billed, of the Seller or any of its Subsidiaries, in accordance with the Seller Accounting Principles arose from sales actually made or services actually performed in the ordinary course of business and represent valid obligations to the Seller or its Subsidiaries, as applicable, arising from their respective businesses.

  • All accounts, notes, and other receivables, whether or not accrued, and whether or not billed, of the Corporation and the Subsidiary, in accordance with the Seller Accounting Principles arose from sales actually made or services actually performed in the ordinary course of business and represent valid obligations to the Corporation and the Subsidiary, as applicable, arising from their respective businesses.

  • The Closing Statement shall be substantially in the form of the Sample Net Working Capital Statement and shall be prepared on a basis consistent with the Seller Accounting Principles and shall otherwise be consistent with the Books and Records of the Business.

  • The Post-Closing Statement shall be substantially in the form of the Sample Net Working Capital Statement and shall be prepared on a basis consistent with the Seller Accounting Principles and shall otherwise be consistent with the Books and Records of the Business.

  • Annual Accounts shall mean the annual accounts prepared in accordance with Seller Accounting Principles for each of the Transferred Companies as per December 31, 2008 as set out in Schedule B.

  • The Sample Net Working Capital Statement shall be prepared on a basis consistent with the Seller Accounting Principles and shall otherwise be consistent with the Books and Records of the Business.

  • The amount will be the reserves for estimated complete and partial withdrawal liabilities of the Business on the Closing Date calculated in accordance with the Seller Accounting Principles, which are in accordance with GAAP in all material respects except as noted in Schedule 4.4(a).

  • Business Transformation – The amount will be equal to the estimated obligations attributable to exit and restructuring activities initiated prior to the Closing Date calculated in accordance with the Seller Accounting Principles, which are in accordance with GAAP in all material respects except as noted in Schedule 4.4(a).

  • The Financial Statements have been prepared in accordance with GAAP on a basis consistent with the Seller Accounting Principles, consistently applied (except, in the case of the Interim Financial Statements, for normal recurring year-end adjustments and the absence of footnotes) and the books and records of the Acquired Business.


More Definitions of Seller Accounting Principles

Seller Accounting Principles means the accounting principles attached hereto as Exhibit I.
Sample 1

Related to Seller Accounting Principles

  • Agreement Accounting Principles means generally accepted accounting principles as in effect from time to time, applied in a manner consistent with that used in preparing the financial statements referred to in Section 5.4.

  • Agreed Accounting Principles means GAAP; provided, however, that, with respect to any matter as to which there is more than one generally accepted accounting principle, Agreed Accounting Principles means the generally accepted accounting principles consistently applied in the preparation of the Latest Audited Company Balance Sheet; provided, further, that, for purposes of the Agreed Accounting Principles, no known adjustments for items or matters, regardless of the amount thereof, shall be deemed to be immaterial.

  • Accounting Principles means the international financial reporting standards (IFRS) within the meaning of Regulation 1606/2002/EC (or as otherwise adopted or amended from time to time).

  • Applicable Accounting Principles means, with respect to the Borrower, those accounting principles required by the ICA and prescribed by the SEC for the Borrower and, to the extent not so required or prescribed, GAAP.

  • Generally Accepted Accounting Principles means generally accepted accounting principles, being those principles of accounting set forth in pronouncements of the Financial Accounting Standards Board, the American Institute of Certified Public Accountants or which have other substantial authoritative support and are applicable in the circumstances as of the date of a report.

  • U.S. GAAP means United States generally accepted accounting principles consistently applied.

  • GAAP means United States generally accepted accounting principles.

  • IFRS means the International Financial Reporting Standards as issued by the International Accounting Standards Board.

  • International Accounting Standards means International Accounting Standards (IAS), International Financial Reporting Standards (IFRS) and related Interpretations (SIC-IFRIC interpretations), subsequent amendments to those standards and related interpretations, and future standards and related interpretations issued or adopted by the International Accounting Standards Board (IASB);

  • Accounting Statement means for each financial year, the following statements, namely-

  • Applicable Accounting Standards means Generally Accepted Accounting Principles in the United States, International Financial Reporting Standards or such other accounting principles or standards as may apply to the Company’s financial statements under United States federal securities laws from time to time.

  • Fixed GAAP Date means the Issue Date; provided that at any time after the Issue Date, the Company may by written notice to the Trustee elect to change the Fixed GAAP Date to be the date specified in such notice, and upon such notice, the Fixed GAAP Date shall be such date for all periods beginning on and after the date specified in such notice.

  • PRC GAAP means the generally accepted accounting principles in the PRC.

  • MacBride Principles means those principles relating to nondiscrimination in employment and freedom of workplace opportunity which require employers doing business in Northern Ireland to:

  • UK GAAP means generally accepted accounting principles in the United Kingdom.

  • Generally accepted auditing standards means Canadian Generally Accepted Auditing Standards as adopted by the Canadian Institute of Chartered Accountants applicable as of the date on which such record is kept or required to be kept in accordance with such standards.

  • Agreed Principles means the terms set out in Part 1 of Schedule 1;

  • Accounting Date means the thirtieth day of June in each year and any interim date on which the financial statements of the Trust are drawn up. Provided that the Management Company may, with the written consent of the Trustee and after obtaining approval from the Commission and the Commissioner of Income Tax may change such date to any other date and such change shall be intimated to the Commission.

  • Accounting Policies means the accounting policies and procedures set out in Part C of Schedule 4 (Accounting Policies);

  • Accounting Year means the financial year commencing from the first day of April of any calendar year and ending on the thirty-first day of March of the next calendar year;

  • Australian Accounting Standards refers to the standards of that name, as amended from time to time, that are maintained by the Australian Accounting Standards Board referred to in section 227 of the Australian Securities and Investments Commission Act 2001 (Cth);

  • Accounting system means the Contractor's system or systems for accounting methods, procedures, and controls established to gather, record, classify, analyze, summarize, interpret, and present accurate and timely financial data for reporting in compliance with applicable laws, regulations, and management decisions, and may include subsystems for specific areas such as indirect and other direct costs, compensation, billing, labor, and general information technology.

  • Accounting Standards means the standards of accounting or any addendum thereto for companies or class of companies referred to in section 133;