Reference Statement. Exhibit F sets forth an illustrative statement prepared in good faith by the Company in cooperation with Parent setting forth the various line items used (or to be used) in, and illustrating as of the date set forth therein, the calculation of Cash, Funded Debt and Net Working Capital prepared and calculated in accordance with this Agreement.
Reference Statement. Attached hereto as Exhibit 3.3.1 is a Reference Statement (the “Reference Statement”) consisting of certain itemized current assets and current liabilities as of March 31, 2005 which result in a net working capital amount of $3,144,002.82(the “Reference Net Working Capital Amount”), established for purposes of the Purchase Price Adjustment described in Section 3.3.4 below. Such items as are set forth in the Reference Statement have been determined in accordance with United States Generally Accepted Accounting Principles (“GAAP”) and the past practices of the Seller except as agreed upon by the Seller and the Purchaser as set forth on the Reference Statement.
Reference Statement. Annex B sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by Parent Seller and Seller Bank in cooperation with Purchaser and Purchaser Bank, on the same basis as is required for the Estimated Closing Statement and the Closing Statement, setting forth (i) an estimated illustrative consolidated balance sheet of Seller Bank as of September 30, 2021, (ii) a good faith illustrative calculation of the Tangible Common Equity of Seller Bank, as of September 30, 2021 and based on such reference balance sheet, and (iii) a good faith illustrative calculation of the Closing Purchase Price assuming a Closing Date prior to January 1, 2023.
Reference Statement. Exhibit F sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Parent, setting forth the various line items used (or to be used) in, and illustrating as of the date set forth therein, the calculation of the Preference Amount, Cash, Indebtedness, Net Working Capital and Transaction Expenses prepared and calculated in accordance with this Agreement.
Reference Statement. Annex B sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by Parent Seller and Seller Bank in cooperation with Purchaser and Purchaser Bank, on the same basis as is required for the Estimated Closing Statement and the Closing Statement, setting forth (i) an estimated illustrative consolidated balance sheet of Seller Bank as of September 30, 2021, (ii) a good faith illustrative calculation of the Tangible Common Equity of Seller Bank, as of September 30, 2021 and based on such reference balance sheet of Seller Bank, (iii) an estimated illustrative balance sheet of Seller Holdco as of December 31, 2021 which reflects the required adjustments and line items assuming a Closing Date of December 31, 2021, (iv) a good faith illustrative calculation of the Seller Holdco Net Assets, as of December 31, 2021 and based on such reference balance sheet of Seller Holdco, and (v) a good faith illustrative calculation of the Closing Purchase Price assuming a Closing Date prior to January 1, 2023.
Reference Statement. Exhibit D sets forth an illustrative statement (the “Reference Statement”) setting forth the various line items used (or to be used) in, and illustrating as of the date set forth therein, the calculation of Cash, Indebtedness and Net Working Capital, in each case prepared and calculated in accordance with this Agreement.
Reference Statement. Annex IV to this Agreement sets forth an illustrative example, prepared in good faith by the Company in cooperation with Parent setting forth the various line items used (or to be used in), and illustrating, the calculations to be made under Sections 1.05, 1.06 and 1.07 in accordance with this Agreement.
Reference Statement. Exhibit A hereto sets forth an illustrative statement prepared by Seller in cooperation with Purchaser setting forth the line items used (or to be used) in, and illustrating as of the date set forth therein, the calculation of Cash, Indebtedness and Net Working Capital prepared and calculated in accordance with this Agreement.
Reference Statement. Exhibit B sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by Bank and Seller in cooperation with Purchaser, on the same basis as is required for the Estimated Closing Statement and the Initial Closing Statement, setting forth (i) an estimated illustrative consolidated balance sheet of Bank as of the date set forth therein, prepared in accordance with the Accounting Guidelines, (ii) a schedule setting forth in good faith the calculation of Bank’s stockholder’s equity, as of the date set forth therein and based on such illustrative balance sheet, (iii) a good faith illustrative calculation of Estimated Transaction Expenses, as of the date set forth therein, and (iv) a good faith illustrative calculation of the Purchase Price, including reasonable detail of the material line items required to calculate the foregoing.
Reference Statement. Exhibit C sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Parent setting forth the various line items used (or to be used) in, and illustrating as of the date set forth therein, the calculation of Tangible Book Value prepared and calculated in accordance with this Agreement.
