PREPARATION AND DELIVERY OF STATEMENTS Sample Clauses

PREPARATION AND DELIVERY OF STATEMENTS. (a) As soon as practicable after the Closing, but in no event later than 90 days after the Closing Date, the Sellers shall cause KPMG Peat Marwick, LLP (the "Sellers' Accountants"), to prepare and deliver to the Purchaser and the -------------------- Sellers (i)audited combined balance sheets of the Companies and Subsidiary as of the Closing Date, together with related footnotes, and related audited combined statements of earnings, stockholders' equity and cash flows of the Companies and Subsidiary for the period from January 1, 1997, through the Closing Date (collectively, the "Closing Date Financial Statements") and (ii) a certificate signed by the --------------------------------- Sellers' Accountants setting forth the Sellers' Accountants' calculation of the Additional Amount and certifying that such calculation was made in accordance with ANNEX III. The Closing Date Financial Statements shall include a --------- supplemental schedule to the audited combined financial statements presenting a combined statement of earnings and stockholders equity of the Companies and Subsidiary for the periods from January 1, 1997, through June 30, 1997, and from July 1, 1997, through November 30, 1997, adjusting for the provisions of Annex III. Such supplemental schedule will be subjected to the auditing procedures applied in the audit of the Closing Date Financial Statements referred to in clause (i) above in relation to the Closing Date Financial Statements taken as a whole and will be utilized for the calculation of the Additional Amount and, accordingly, will be covered in the Sellers' Accountants' report thereon. The Closing Date Financial Statements shall be prepared in accordance with GAAP consistently applied; provided, however, that with respect to the Closing Date -------- ------- Financial Statements, the Purchaser may specify changes in GAAP that are reasonably acceptable to the Sellers but such changes shall not affect the calculation of the Additional Amount. If not disputed by the Purchaser in accordance with SECTION 3.1(B), the Closing Date Financial Statements and the -------------- Sellers' Accountants' calculation of the Additional Amount shall be final and binding on the Sellers and the Purchaser for purposes of determining the adjustment to the Purchase Price, if any, to be made under this ARTICLE III. -----------
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PREPARATION AND DELIVERY OF STATEMENTS. (a) As soon as practicable after the Closing, but in no event later than 60 days after the Closing Date, the Purchaser shall prepare and deliver to the Seller (i) a combined statement of operations of the Companies for the period from (and including) January 1, 1998, through (and including) the Closing Date (the "CLOSING INCOME STATEMENT") and (ii) a certificate from the Chief Financial ------------------------ Officer of the Purchaser setting forth the Purchaser's calculation of the Additional Amount (the "PURCHASER'S CERTIFICATE" ). As used herein, the term ----------------------- "ADDITIONAL AMOUNT" has the meaning set forth on ANNEX II. The Closing Income ------------------ -------- Statement shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied on a basis consistent with the preparation of the Annual Financial Statements (subject to those exceptions set forth on ANNEX II), -------- and shall be reviewed by Xxxxxx Xxxxxxxx LLP (the "PURCHASER'S ACCOUNTANTS"). -----------------------
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PREPARATION AND DELIVERY OF STATEMENTS. Compliance with ------------- ------------------------------ ---------------------------- Regulation E. ------------ In accordance with Regulation C. Lynk shall prepare and provide periodic sxxxxxxxt information in a form consistent with requirements for such statements (the Statements") for all Cardholders. Lynk shall be responsible for ensuring ---------- that data in each of the Statements complies with the disclosure requirements of Regulation E: provided. however, that, in preparing such disclosures Lynk shall rely upon the information proxxxxd by the Client.
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PREPARATION AND DELIVERY OF STATEMENTS. (1) The Purchaser shall cause the Auditors to review, at the expense of the Purchaser, the consolidated balance sheet of the Corporation as at the Closing Time, prepared in accordance with Canadian GAAP using Canadian Dollars as the currency of display, and shall cause the Corporation to deliver the results of such review to the Purchaser and the Shareholders, no later than July 31, 1999, subject to reflecting the adjustments, reserves, information and accounting principles set forth in Schedule 2.7(1) (the "CLOSING STATEMENT"), together with the report of the Auditors thereon prepared in accordance with Canadian GAAS. Subject to Section 2.9, the amount of the Purchase Price shall be:
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PREPARATION AND DELIVERY OF STATEMENTS. (a) During the Earn Out Period, on or before the date that is 45 days after the end of the last calendar quarter with respect to which the payment of any Earn Out Amount would reasonably be expected to be due, the Purchaser shall, after consultation with the Chief Executive Officer of the Company: (i) prepare or cause to be prepared a statement (a “Statement”) setting forth such Earn Out Amount and the Net Revenue Amount, Gross Profit Amount, Gross Profit Margin and/or Average User Number, as the case may be, underlying such Earn Out Amount (collectively, the “Results”); and (ii) deliver or cause to be delivered the Statement, together with a summary of the basis for determination of the Results, to the Earn Out Representative who will be deemed to have received the Statement for and on behalf of all of the Earn Out Sellers.
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PREPARATION AND DELIVERY OF STATEMENTS. Compliance with ------------- ------------------------------ ---------------------------- Regulation E. ------------ In accordance with Regulation X. Xxxx shall prepare and provide periodic statement information in a form consistent with requirements for such statements (the Statements") for all Cardholders. Xxxx shall be responsible for ensuring ---------- that data in each of the Statements complies with the disclosure requirements of Regulation E: provided. however, that, in preparing such disclosures Xxxx shall rely upon the information provided by the Client.
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PREPARATION AND DELIVERY OF STATEMENTS. (a) During the Earn Out Period, on or before the date that is 45 days after the end of the last calendar quarter with respect to which the payment of any Earn Out Amount would reasonably be expected to be due, the Purchaser shall, after consultation with the Chief Executive Officer of the Company: (i) prepare or cause to be prepared a statement (a “Statement”) setting forth such Earn Out Amount and the Net Revenue Amount, Gross Profit Amount, Gross Profit Margin and/or Average User Number, as the case may be, underlying such Earn Out Amount (collectively, the “Results”); and (ii) deliver or cause to be delivered the Statement, together with a summary of the basis for determination of the Results, to the Earn Out Representative who will be deemed to have received the Statement for and on behalf of all of the Earn Out Sellers. (b) Within 45 days following the end of each calendar quarter during the Earn Out Period, the Purchaser shall after consultation with the Chief Executive Officer of the Company: (i) prepare or cause to be prepared a statement (the “Quarterly Statement”) setting forth the Net Revenues, Gross Profits and the average of the number of Active Users for each of the three months during such calendar quarter, and, commencing on December 31, 2006, the Net Revenue Amount, the Gross Profit Amount and the Average User Number; and (ii) deliver or cause to be delivered the Quarterly Statement, together with a summary of the basis for determination of such amounts, to the Earn Out Representative who will be deemed to have received the Quarterly Statement for and on behalf of all of the Earn Out Sellers. The Quarterly Statements are being provided for information purposes only and shall not estop either party from taking a contrary position with respect to the information contained therein. 3.2
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Related to PREPARATION AND DELIVERY OF STATEMENTS

  • Preparation and Delivery On or before the date which is 15 days following the date on which the Space Plans are approved (or deemed approved) by Tenant and Landlord, Landlord shall cause to be prepared final working drawings of all improvements to be installed in the Premises and deliver the same to Tenant for its review and approval (which approval shall not be unreasonably withheld, delayed or conditioned).

  • Execution and Delivery of Documents On or prior to execution of this Agreement:

  • Execution and Delivery of Agreement Each of the parties shall be entitled to rely on delivery by fax transmission of an executed copy of this agreement by the other party, and acceptance of such fax copies shall create a valid and binding agreement between the parties.

  • Execution and Delivery of Amendment The Borrower, the Loan Parties, the Administrative Agent, and the Required Lenders shall have executed and delivered this Amendment, and all other documentation necessary for effectiveness of this Amendment shall have been executed and delivered all to the satisfaction of the Borrower, the Required Lenders and the Administrative Agent.

  • Execution and Delivery of Receipts Upon receipt by any Custodian of any deposit pursuant to Section 2.2 hereunder (and in addition, if the transfer books of the Issuer or the Foreign Registrar, if applicable, are open, the Depositary may in its sole discretion require a proper acknowledgment or other evidence from the Issuer that any Deposited Securities have been recorded upon the books of the Issuer or the Foreign Registrar, if applicable, in the name of the Depositary or its nominee or such Custodian or its nominee), together with the other documents required as above specified, such Custodian shall notify the Depositary of such deposit and the person or persons to whom or upon whose written order a Receipt or Receipts are deliverable in respect thereof and the number of American Depositary Shares to be evidenced thereby. Such notification shall be made by letter or, at the request, risk and expense of the person making the deposit, by cable, telex or facsimile transmission. Upon receiving such notice from such Custodian, or upon the receipt of Shares by the Depositary, the Depositary, subject to the terms and conditions of this Deposit Agreement, shall execute and deliver at its Corporate Trust Office, to or upon the order of the person or persons entitled thereto, a Receipt or Receipts, registered in the name or names and evidencing any authorized number of American Depositary Shares requested by such person or persons, but only upon payment to the Depositary of the fees and expenses of the Depositary for the execution and delivery of such Receipt or Receipts as provided in Section 5.9, and of all taxes and governmental charges and fees payable in connection with such deposit and the transfer of the Deposited Securities.

  • Authorization, Execution and Delivery of Agreement This Agreement has been duly authorized and validly executed and delivered by each of the Enterprise Parties.

  • Execution and Delivery of Closing Documents Seller shall have executed and acknowledged, as appropriate, and shall be ready, willing and able to deliver to Buyer all of the documents described in Section 9.03.

  • Due Execution and Delivery From and after its delivery to the Administrative Agent, each Loan Document and Related Document has been duly executed and delivered to the other parties thereto by each Loan Party party thereto, is the legal, valid and binding obligation of such Loan Party and is enforceable against such Loan Party in accordance with its terms.

  • Authority; Execution and Delivery The Company hereby represents and warrants that the Company has full corporate power and authority to enter into this Warrant and to issue Shares in accordance with the terms hereof. The execution, delivery and performance of this Warrant by the Company have been duly and effectively authorized by the Company. This Warrant has been duly executed and delivered by the Company and constitutes the legal, valid and binding obligation of the Company enforceable against the Company in accordance with its terms.

  • Execution and Delivery of Certificates The Trustee acknowledges the transfer and assignment to it of the Trust Fund and, concurrently with such transfer and assignment, has executed and delivered to or upon the order of the Depositor, the Certificates in authorized denominations evidencing directly or indirectly the entire ownership of the Trust Fund. The Trustee agrees to hold the Trust Fund and exercise the rights referred to above for the benefit of all present and future Holders of the Certificates and to perform the duties set forth in this Agreement to the best of its ability, to the end that the interests of the Holders of the Certificates may be adequately and effectively protected.

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