Sheet Sample Clauses

Sheet. �Reduce the use of high nitrogen fertilizers that produce excess growth requiring more frequent mowing or trimming.

Sheet. For purposes of this Agreement, all references to the Registration Statement, any preliminary prospectus, the Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇").

Sheet. All such financial statements collectively will hereinafter be referred to as the "Subsidiary Financial Statements." The Subsidiary Financial Statements and the calculations of the Subsidiary Tangible Net Worth and the average tangible net worth fairly present, in conformity with generally accepted accounting principles applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of Subsidiary as of the dates thereof and the consolidated results of operations and cash flows for the periods then ended.

Sheet. For purposes of this Agreement, all references to the Registration Statement, any U.S. Preliminary Prospectus, the U.S. Prospectus or any Term Sheet or any amendment or supplement to any of the foregoing shall be deemed to include the copy filed with the Commission pursuant to its Electronic Data Gathering, Analysis and Retrieval system ("▇▇▇▇▇"). The Company has also prepared and filed with the Ontario Securities Commission (the "Reviewing Authority") and the securities regulatory authorities (the "Qualifying Authorities") in each of the provinces and territories of Canada (the "Qualifying Provinces and Territories") a preliminary long-form prospectus relating to the Securities (in the English and French languages, as applicable) covering the distribution of the Securities under applicable Canadian securities legislation. The Reviewing Authority has been assigned to the Company as the designated jurisdiction regulating the offering of the Securities. In addition, the Company (A) has prepared and filed with the Reviewing Authority and the Qualifying Authorities a final long-form prospectus relating to the Securities (in the English and French languages, as applicable, the "Final PREP Prospectus") omitting the PREP Information (as hereinafter defined) in accordance with the rules and procedures established pursuant to Canadian National Policy Statement No. 44 and similar procedures under the securities legislation of the Province of Quebec, as amended by proposed National Instrument 44-103 entitled "Post Receipt Pricing" for the pricing of securities after the final receipt for a prospectus has been obtained (the "PREP Procedures"), and (B) will prepare and file, promptly after the execution and delivery of this Agreement, with the Reviewing Authority and the Qualifying Authorities, in accordance with the PREP Procedures, a supplemental prospectus setting forth the PREP Information (in the English and French languages, as applicable, the "Supplemental PREP Prospectus"). The information, if any, included in the Supplemental PREP Prospectus that is omitted from the Final PREP Prospectus for which a receipt has been obtained from the Reviewing Authority on behalf of itself and the Qualifying Authorities but that is deemed under the PREP Procedures to be incorporated by reference into the Final PREP Prospectus as of the date of the Supplemental PREP Prospectus is referred to herein as the "PREP Information." Each prospectus, in the English and French languages,...

Sheet. Seller will furnish to Buyer all information and records reasonably requested by Buyer for use in preparation of any Straddle Tax Returns. The Buyer shall allow Seller to review, comment upon and reasonably approve without undue delay any Straddle Tax Return at any time during the forty-five (45) day period immediately preceding the filing of such Tax Return. The Buyer and Seller agree to cause the Company to file all Tax Returns for any Straddle Period on the basis that the relevant taxable period ended as of the close of business on the Closing Date, unless the relevant taxing authority will not accept a Tax Return filed on that basis. For purposes of this Agreement "Pre-Closing Tax Period" shall mean any taxable period ending on or before the Closing Date and the portion ending on and including the Closing Date of any taxable period that includes (but does not end on) the Closing Date ("Straddle Period").

Sheet. In the event that Seller and Buyer are unable to agree on the Adjusted Closing Net Worth within such 20 day period, Seller and Buyer shall submit the dispute to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co. (the "Arbiter"), for resolution. Promptly, but no later than 20 days after its acceptance of its appointment as Arbiter, the Arbiter shall determine, based solely on presentations by Seller and Buyer, and not by independent review, only those issues in dispute and shall render a report as to the dispute and the resulting computation of the Adjusted Closing Net Worth which shall be conclusive and binding upon the parties. The fees, costs and expenses of the Arbiter shall be borne by each party in proportion that the aggregate dollar amount of such disputed items so submitted that are unsuccessfully disputed by such party bears to the aggregate dollar amount of the items submitted by the Arbiter.

Sheet. The balance sheet included in the ATS Financial Statements (including any related notes) fairly presents in all material respects the financial position of ATS as of its date, and the other statements included in ATS Financial Statements (including any related notes) fairly present in all material respects the results of operations, cash flows and the stockholders’ equity, as the case may be, of ATS for the periods therein set forth, in each case in accordance with GAAP consistently applied (all except as otherwise stated therein).

Sheet. If such notice is not given, the Closing Balance Sheet will be final and conclusive for all purposes. If the parties are unable to resolve their differences within 60 days of their receipt of the Closing Balance Sheet, the Purchaser and Seller agree to retain the accounting firm of PricewaterhouseCoopers to arbitrate the dispute and render a decision within 30 days of such retention, which decision will be final and binding for all purposes. Any award pursuant to this Section 1.3(c)(iii) may be entered in and enforced by any court having jurisdiction over the matter, as described in Section 9.8(a). The Purchaser, on the one hand, and Seller, on the other hand, will each pay one-half of the actual and reasonable costs of services rendered by said accounting firm.

Sheet. The Company has not received notice of any non-compliance and, to the knowledge of the Company, the Company is in compliance with the Fair Labor Standards Act and any similar state, county or local legislation, ordinance or regulation. Except as set forth on Schedule 2.26, the Company is not currently involved in any Claim, nor, to the knowledge of the Company, is any Claim threatened, involving an unfair employment practice, wage and hour violation, or occupational safety and health violation under any federal, state, county or local law, including, but not limited to, those arising out of the Civil Rights Act of 1964 (as amended), the Fair Labor Standards Act, or the Occupational Safety and Health Act. Except as set forth on Schedule 2.26, since January 1, 1997, except in the ordinary course of business and consistent as to timing and amount with past practices, the Company has not (i) increased the compensation payable or to become payable to or for the benefit of any of its employees, (ii) provided any of its employees with increased security or tenure of employment, (iii) increased the amount payable to any of its employees upon the termination of any such person's employment, or (iv) increased, augmented or improved benefits granted to or for the benefit of any of its employees under any bonus, stock option, profit sharing, pension, retirement, deferred compensation, insurance or other direct or indirect benefit plan or arrangement. Schedule 2.26 sets forth a description of each contract or other agreement, including any employment agreement or stock option agreement, whether written or oral, between the Company and any person employed by the Company during the past three years, or any present or future employee of the Company, together with true and complete copies of each such contract or other agreement (if in writing).