Effective Date Financial Statements. Section 5.7 Effective Date Calculations Section 5.7
Effective Date Financial Statements. 5.1 Draft Effective Date Financial Statements of RefuSol Holding The Purchaser shall instruct and cause the management of RefuSol Holding to prepare and deliver to the Parties without undue delay but no later than sixty (60) days after the Closing Date the interim consolidated balance sheet of RefuSol Holding as of the Effective Date which shall reflect all items which are required to calculate the Net Working Capital (the Draft Effective Date Financial Statements). The Draft Effective Date Financial Statements shall be prepared (i) consistent with past practice (comprising of the Audited Consolidated Financial Statements, in particular, without limitation, maintaining the same accounting and valuation principles, methods and rules, and exercising consistently all options to capitalize or to include items on the liabilities side (Aktivierungs- und Passivierungswahlrechte)), and (ii) in accordance with generally accepted principles of accounting under HGB (Grundsätze ordnungsgemäßer Buchführung). In case of contradictions between the principles set out under (i) above and generally accepted principles of accounting under HGB (Grundsätze ordnungsgemäßer Buchführung), the principles set out under (ii) above shall prevail provided, however, that notwithstanding any other provision and solely for purposes of calculating the Net Working Capital, the method and approach reflected in Annex 3.2.2 shall take precedence. For the avoidance of doubt, with regard to facts and circumstances which have not been accounted or recorded for in the past (i.e. no established past practice), generally accepted principles of accounting under HGB (Grundsätze ordnungsgemäßer Buchführung) shall prevail. To the extent interim individual balance sheets of the RefuSol Group Companies are required for the preparation of the Draft Effective Date Financial Statements, these individual balance sheets must (i) be prepared consistent with past practice (comprising of the individual unaudited or, to the extent they have been audited, audited financial statements of the respective RefuSol Group Companies as of 31 December 2012) and in accordance with generally accepted principles of accounting under the laws applicable to the RefuSol Group Companies in their respective jurisdictions (sentence 3 and sentence 4 of the Section 5.1 shall apply mutatis mutandis) and (ii) be transferred and adjusted to the Draft Effective Date Financial Statements in accordance with sentence 2 of this Section 5.1.
Effective Date Financial Statements. The Effective Date Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Effective Date, neither Company nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Effective Date Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Company and any of its Subsidiaries taken as a whole.
Effective Date Financial Statements. Promptly following the Closing, the Buyer, with the assistance and cooperation of the Sellers, will prepare a balance sheet showing the assets and liabilities of the Company as of the Effective Date and the related statement of income for the period then ended (the "Effective Date Financial Statements"). The Effective Date Financial Statements will be prepared in accordance with generally accepted accounting principles, consistently applied. Buyer's accounting firm shall complete an audit of the Effective Date Financial Statements within 45 days of the Closing Date. Sellers shall have the right to audit (including access to any accounting records of Company) such Effective Date Financial Statements during the 45 day period following receipt of the audited Effective Date Financial Statements from Buyer.
Effective Date Financial Statements. Any effects in connection with any New Transfer on the Effective Date Financial Statements shall be disregarded for purposes of calculating the Purchase Price under the Share Purchase Agreement, in particular if any of the New Transfers occurred, or any actions in connection with the New Transfers were taken, on or before the Effective Date. The Purchase Price shall be calculated as if none of the New Transfers has occurred, or no action in connection with the New Transfer was taken, on or before the Effective Date.
Effective Date Financial Statements. (a) Effective Date Financial Statements shall mean the financial statements for the Corporation as at the Effective Date, which statements shall be internally prepared by the Corporation in accordance with Generally Accepted Accounting Principles, subject to the limitations in subsection 1.01(i), and consistent with previous years Financial Statements.
Effective Date Financial Statements. As promptly as practicable ----------------------------------- (but not later than thirty (30) days following the Closing Date), the accounting personnel of the
Effective Date Financial Statements. (1) Sellers will procure the establishment of financial statements consisting of balance sheets and profit and loss account statements of the Companies, as well as consolidated financial statements of the Schade KG for the period starting July 1, 1997 to the Exxxxxxve Date ("Effective Date Financial Statements") as soon as reasonably possible after the Effective Date but no later than August 15, 1998. The Effective Date Financial Statements shall be established on the basis of a physical inventory according to the accounting policies and principles described in Annex 6.1 which shall be consistent with past practice.
Effective Date Financial Statements. 3.3.1 As promptly as practicable after the Signing Date, Seller shall, or shall cause the completion of the preparation and audit of the Effective Date Financial Statements in accordance with Section 3.3.2, and Seller shall, without undue delay thereafter, deliver the Effective Date Financial Statements to Purchaser accompanied with the audit in accordance with Section 3.3.2(c).
Effective Date Financial Statements. Receipt by Purchaser of the Effective Date Financial Statements accompanied with the audit in accordance with, and pursuant to Section 3.3.2(c);
