Events Subsequent to the Balance Sheet Sample Clauses

Events Subsequent to the Balance Sheet. Since the date of the Parent Balance Sheet, Parent has operated its business in the ordinary course consistent with past practice, and, as of the date hereof, Parent has not suffered any Material Adverse Change.
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Events Subsequent to the Balance Sheet. Since the date of the Interim Balance Sheet, the Company has operated its business in the ordinary course consistent with past practice, and the Company has not suffered any Material Adverse Change. Since that date, except as set forth on Schedule 3.8:
Sample 1
Events Subsequent to the Balance Sheet. Except as set forth in SCHEDULE 4.9 of the Disclosure Schedule, except as required by this Agreement, since the Balance Sheet Date, Seller has conducted its business in the Ordinary Course of Business and there has not been (i) any declaration or payment of distributions or dividends by Seller; (ii) any transaction not in the Ordinary Course of Business; (iii) any change in the business, results of operations, condition (financial or otherwise), assets, Liabilities or business of Seller that has had or is reasonably likely to have, with the passage of time or otherwise, a Material Adverse Effect; (iv) any damage, destruction or loss, whether or not covered by insurance, which has had or is reasonably likely to have, with the passage of time or otherwise, a Material Adverse Effect; (v) any sale or transfer of any of its assets or any cancellation of any debts, rights or claims, except sales in the Ordinary Course of Business of inventory or immaterial amounts (not in excess of $10,000 in the aggregate) of other Tangible Personal Property not required in its Business; (vi) any Security Interest of any kind, except liens for Taxes not due, in any of its properties or assets; (vii) any material amendment, modification or termination of any material Contract or agreement to which Seller is a party; (viii) any increase in, or commitment to increase, the compensation payable or to become payable to any Employee or agent of Seller or any bonus payment or similar arrangement made to or with any of such Employees or agents, other than those undertaken in the Ordinary Course of Business in connection with annual salary reviews consistent with past practices which, in the aggregate, have not increased annual payroll by more than $100,000 and, individually, with respect to any Employee, has not increased annual compensation by more than $10,000; (ix) any incurrence of, assumption of, or taking of any property subject to, any Liability, except for liabilities incurred or assumed or property taken subsequent to the Balance Sheet Date in the Ordinary Course of Business; (x) any alteration in the manner of keeping the books, accounts or records of Seller, or in the accounting practices therein reflected; (xi) any issuance or sale of any interests, including but not limited to equity and debt, in or of Seller, or any issuance or sale of securities convertible into, or options with respect to, or warrants to purchase or rights to subscribe to, any interests in or of Seller, ...
Sample 1
Events Subsequent to the Balance Sheet. Except as set forth in Section 3.21 of the Disclosure Schedules, neither the Company nor Subsidiary have any liabilities, obligations or commitments of a type required to be reflected on a balance sheet in accordance with GAAP, except (i) those which are adequately reflected or reserved against in the Balance Sheet; and (ii) those which have been incurred in the ordinary course of business since the date of the Balance Sheet and which are not, individually or in the aggregate, material in amount.
Sample 1
Events Subsequent to the Balance Sheet. Since the date of the Latest Balance Sheet, the Company has operated its business in the ordinary course consistent with past practice, and the Company has not suffered any Material Adverse Change. Since that date, except as set forth on SCHEDULE 4.8:
Sample 1

Related to Events Subsequent to the Balance Sheet

  • Events Subsequent to Most Recent Fiscal Year End Since the Most Recent Fiscal Year End, there has not been any material adverse change in the business, financial condition, operations, results of operations, or future prospects of the Company. Without limiting the generality of the foregoing, since that date:

  • Closing Date Balance Sheet The Buyer shall cause the Company to provide Sellers' Accountants with full and complete access to the books and records of the Company and to otherwise cooperate with and assist Sellers' Accountants in the preparation of the Closing Date Balance Sheet. Unless Buyer, within thirty (30) days after delivery of the Closing Date Balance Sheet, notifies Sellers' Representative in writing that Buyer objects to the determination of the Closing Date Stockholders' Equity, as reflected on the Closing Date Balance Sheet, and specifies the basis for such objection, which objection shall not include any dispute relating to or arising out of the Environmental Remediation Accrual or the Deferred Compensation Accrual, and the amount or amounts in dispute, the Closing Date Balance Sheet shall become final and binding upon the parties for purposes of this Agreement as of the day following the end of such thirty (30) day period, which shall be the Closing Date Balance Sheet Determination Date. If Buyer notifies Sellers' Representative of its objection, and if Sellers and Buyer, together with their respective advisors, are unable to resolve any such objections within fifteen (15) days after any such notice has been given, the dispute shall be submitted to the Accounting Firm, which shall be instructed to resolve the dispute expeditiously. The Accounting Firm shall make a final binding determination as to the matter or matters in dispute, and the date of such determination shall be the Closing Date Balance Sheet Determination Date. Buyer agrees to cooperate, and agrees to cause the Company to cooperate, with Sellers (and Sellers' authorized representatives), and Sellers agree to cooperate with Buyer and the Company (and their respective authorized representatives), in order to resolve any and all matters in dispute as soon as reasonably possible. The Sellers shall pay the fees, costs and expenses of the Sellers Accountants. Buyer shall pay the fees, costs and expenses of the Accounting Firm, unless the difference between (x) the proposed Closing Date Stockholders' Equity included on the Closing Date Balance Sheet delivered by the Sellers and (y) the determination by the Accounting Firm of the Closing Date Stockholders' Equity results in a reduction to the Purchase Price under Section 3.3.2 hereof, in which case the fees, costs and expenses of the Accounting Firm shall be paid by the Sellers.

  • Closing Balance Sheet (a) Within thirty (30) days following the Closing, the Sellers and Company shall cause to be prepared and delivered to Buyer an unaudited balance sheet of the Company as of the Closing Date (the “Closing Balance Sheet”). The Company and Sellers shall cause the Closing Balance Sheet to be prepared in accordance with GAAP consistent with and using the same accounting principles, policies and methods as in the audited financial statements described in Section 3.17 with contract estimates at completion (“EACs”) and estimates to complete (“ETCs”) determined on a basis consistent with the method used for determination of the Company’s audited financial statements. Sellers shall bear the cost of preparing the Closing Balance Sheet. If the Tangible Net Worth of the Company as of the Closing Date as reflected on the Closing Balance Sheet, taking into account payment of the Company Pre-Closing Liabilities, is less than $80,000, then the Escrow Deposit shall be reduced on a dollar for dollar basis to the extent of any such deficiency. The amount by which the Tangible Net Worth of the Company as of the Closing Date is less than $80,000 taking into account payment of the Company Pre-Closing Liabilities, is hereafter referred to as the “Balance Sheet Adjustment.” The amount of any Balance Sheet Adjustment shall be deducted from the Escrow Deposit and paid to Buyer within two (2) days following determination of the “Final Closing Balance Sheet” (as defined in Section 2.3(b)), prior to release of the Escrow Deposit to the Sellers. The remainder of the Escrow Deposit shall thereafter promptly be paid by Escrow Agent to the Sellers in accordance with the terms of the Escrow Agreement. To the extent that Buyer decides not to pay off the DCAA liability as described in Section 2.2(a)(iii), then such amount shall be deemed paid off for purposes of determining the Closing Balance Sheet hereunder.

  • Conditions Subsequent to the Initial Extension of Credit The obligation of the Lender Group (or any member thereof) to continue to make Advances (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of each of the conditions subsequent set forth below (the failure by Borrowers to so perform or cause to be performed constituting an Event of Default):

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such consultation.

  • Operations Since Balance Sheet Date (a) Except as set forth in Schedule 5.5(A), since the Balance Sheet Date, there has been:

  • Conditions Precedent to the Effective Date The occurrence of the Effective Date pursuant to Section 13.10 is subject to the satisfaction of the following conditions:

  • Conditions to the Effective Date The obligation of each Lender to amend and restated the Existing Credit Agreement and continue the Loans hereunder on the Effective Date is subject to satisfaction or waiver in writing by the Lenders of the following conditions precedent:

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