Stated Liabilities. Each of the Acquired Funds will endeavor to discharge all of its known liabilities and obligations prior to the Closing Date. The Acquiring Fund will assume all liabilities and obligations reflected on an unaudited statement of assets and liabilities of the each of the Acquired Funds prepared by the administrator of Purisima as of the Applicable Valuation Date (as defined in Section 2.1), in accordance with generally accepted accounting principles consistently applied from the prior audited period (the “Stated Liabilities”). The Acquiring Fund shall assume only the Stated Liabilities of the Acquired Funds, and no other liabilities or obligations, whether absolute or contingent, known or unknown, accrued or unaccrued.
Stated Liabilities. As of the Closing Date, the trade accounts payable, and certain other accrued expenses and liabilities arising out of or relating to the Business, all of which shall be set forth on the Closing Date Statement of Purchased Assets and Assumed Liabilities prepared in accordance with, and finally accepted as provided in, Article III of this Agreement;
Stated Liabilities. The recorded liabilities of each of ACC and its subsidiaries on a consolidated basis and American Wireless and its subsidiaries on a consolidated basis as well as any assumed liabilities related to the Transactions, determined in accordance with generally accepted accounting principles ("GAAP") consistently applied as set forth in the consolidated pro forma balance sheet (the "Pro Forma Balance Sheet"), at the Closing Date all of which information has been provided to us by officers of ACC and American Wireless responsible for financial and accounting matters. The Pro Forma Balance Sheet was based in part on ACC's Pro Forma balance sheet as of December 31, 1997, as reported on page 25 of the Senior Notes Offering Memorandum, adjusted based on PriCellular's March 31, 1998 balance sheet, which has been further adjusted for changes in cash levels and debt levels which have occurred since March 31, 1998. In addition, we have received representations from management of the Borrower that there have been no material adverse changes to the financial position of the Borrower since March 31, 1998.
Stated Liabilities. As of the Closing Date, the accounts payable, accrued personal property, sales and use taxes, and certain other accrued expenses and liabilities up to the Closing Date, all of which shall be set forth on the "Statement of Purchased Assets and Assumed Liabilities" (as defined in Section 4.4 hereof) delivered to Buyer on the date hereof and prepared in accordance with generally accepted accounting principles ("GAAP") except as otherwise specifically described on Schedule 4.4 of this Agreement;
Stated Liabilities. The recorded liabilities of the Borrower and its Subsidiaries, on a consolidated basis, pursuant to its unaudited pro forma balance sheet as of November 30, 1999, as provided by management of BF Holdings ("Management"). Stated Liabilities exclude indebtedness under New Financing (as defined below). Valuation has made inquiries of Management and has been advised by Management that there are no material adverse changes in Stated Liabilities between the date of the information shown on such balance sheet and the date hereof. Based on our inquiries with this letter, we have no reason to believe that there has been any such material adverse change.
Stated Liabilities. The recorded liabilities of Holdco and its Subsidiaries on a consolidated basis pursuant to the unaudited balance sheet as of July 31, 1999 adjusted pursuant to the terms of the Merger Agreement. Stated Liabilities excludes Existing Debt that will be repaid in connection with the New Financing. Valuation has made inquiries of management of Holdco (the "Management") and has been advised by Management that there are no material adverse changes in the Stated Liabilities between the date of the information shown on such balance sheet and the date hereof. Based upon our inquiries in connection with this letter, we have no reason to believe that there has been any such material adverse change.
