Consolidated Balance Sheet Sample Clauses
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Consolidated Balance Sheet. (a) On the date of this Agreement, Renren and the Company shall deliver to the Purchaser a certificate (the “Financial Certificate”) setting forth (i) an unaudited consolidated balance sheet of the Group Companies (the “Consolidated Balance Sheet”), dated as of the Reference Date, together with a certificate of the Chief Financial Officer of Renren stating that the Consolidated Balance Sheet has been prepared in good faith and in accordance with U.S. GAAP consistently applied (excluding footnotes and routine year-end adjustments) and in a manner consistent with the Financial Statements (as defined below), and (ii) a reasonable calculation by the Company of the amount of the Net Working Capital and the amount of the Intercompany Loan, in each case as of the Reference Date, derived from the Consolidated Balance Sheet.
(b) As soon as practicable after the date of this Agreement, the Purchaser and Renren shall engage PricewaterhouseCoopers LLP (or such other independent auditor reasonably selected by the Purchaser and Renren if PricewaterhouseCoopers LLP is unable or unwilling to serve) (the “Auditor”) to review the Consolidated Balance Sheet and finally determine the amount of the Net Working Capital and the amount of the Intercompany Loan as of the Reference Date as set out in the Consolidated Balance Sheet. Renren and the Company shall provide such Auditor with access to (and to examine and make copies of) the properties, books, records, work papers (including those of the parties’ respective accountants) and personnel of the Company for such purposes. The Parties shall cause the Auditor to determine and deliver the final amounts of the Net Working Capital and the Intercompany Loan, as of the Reference Date, to the Purchaser and Renren. Renren and the Company and their respective accountants shall cooperate in good faith to assist the Auditor to determine the amounts of the Net Working Capital and the Intercompany Loan, as of the Reference Date, which shall be final and binding on the parties hereto. Any expenses relating to the engagement of the Auditor shall be paid by the Company.
(c) Prior to the Closing, Renren shall pay to the Company, an amount equal to (i) the sum of (A) if the Net Working Capital is negative, the absolute value of the Net Working Capital, (B) the Intercompany Loan, in each case as of the Reference Date as determined by the Auditor in accordance with Section 4.8(b), and (C) any loan extended by WFOE to the Baidu Nominee or the Renre...
Consolidated Balance Sheet. On or before ninety (90) days after the Effective Date, a consolidated and consolidating balance sheet of Foamex and its Subsidiaries as of June 29, 1997 (after giving effect to all transactions contemplated by the Transaction Documents and the payment of all Transaction Costs), certified as fairly presenting the financial position of Foamex and its Subsidiaries by the chief financial officer of each Borrower, together with such Borrower's reconciliation, in form and substance satisfactory to the Requisite Lenders, of all changes from the estimated pro forma balance sheet of each Borrower referred to in Section 6.01(h).
Consolidated Balance Sheet. 36 Consolidated Statement of Changes in Shareholders' Equity..............38
Consolidated Balance Sheet. A consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of the end of such month;
Consolidated Balance Sheet. The Consolidated Balance Sheet give a true and fair view of the financial position and results of the operations of the Company and the Subsidiaries, according to Accounting Principles, as of December 31, 2004 and for the year ended on said date.
Consolidated Balance Sheet. (a) The Purchaser has provided the -------------------------- Seller with the consolidated balance sheet of the Purchaser as of August 31, 1999 (the "Purchaser Balance Sheet"), a copy of which is attached hereto as ----------------------- Schedule 3.5
(a) The Purchaser Balance Sheet has been prepared in accordance --------------- with the generally accepted accounting principles, practices and methods applicable to the Purchaser, applied on a consistent basis (except as otherwise disclosed therein) and presents fairly the financial condition and results of operations of the Purchaser as of August 31, 1999, except for normal year-end audit adjustments.
(b) The Purchaser has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, which are of a type required to be reflected on an audited balance sheet prepared under the generally accepted accounting principles, practices or methods applicable to the Purchaser, except to the extent specifically provided for in the Purchaser Balance Sheet or incurred since the date of the Purchaser Balance Sheet in the ordinary and usual course of business consistent with past practices, or as set forth on Schedule 3.5(b). ---------------
(c) As of the date hereof, the amount of unrestricted cash that the Purchaser has on hand, net of all obligations under capital leases and notes payable with a maturity of less than one year ("Net Cash"), is not materially -------- different from the Net Cash derived from the entries on the Purchaser Balance Sheet.
Consolidated Balance Sheet. Within 30 days following Closing, Buyer shall provide seller with Buyer's 1999 Balance Sheet.