TRANSACTIONS SINCE LATEST BALANCE SHEET DATE Sample Clauses

TRANSACTIONS SINCE LATEST BALANCE SHEET DATE. Since the date of the latest balance sheet in any SEC Filings and except as set forth in Schedule 8.8 (i) Lithia has not incurred any material debts, liabilities or obligations except current liabilities in the ordinary course of business; discharged or satisfied any material liens or encumbrances, or paid any material debts, liabilities or obligations, except in the ordinary course of business; mortgaged, pledged or otherwise subjected to any lien or other encumbrance any of its properties or assets; canceled any material debt or claim; sold or transferred any properties or assets except sales from inventory in the ordinary course of business; nor entered into any material transaction other than in the ordinary course of business; (ii) there has not been any change in the financial condition, net income, assets, liabilities, operations or business of Lithia other than changes in the ordinary course of business, none of which, individually or in the aggregate, has been materially adverse; (iii) there has not been any declaration, setting aside or payment of any dividend or other distribution in respect of, or any repurchase or acquisition of, the capital stock of Lithia except pursuant to plans identified in SEC Filings; (iv) Lithia has not issued any securities or options to purchase any securities of any nature whatsoever; (v) there has not been any damage, destruction or loss (whether or not covered by insurance) materially and adversely affecting the assets, properties or business of Lithia; (vi) Lithia has not made any sale, assignment or transfer of, additions to or transactions involving any of its tangible assets other than in the ordinary course of business; (vii) Lithia has not granted any waiver or release of any material claim or right, or canceled any material debt or claim held by it; (viii) Lithia has not amended or terminated any material contract, agreement or license to which it is a party; or (ix) Lithia has not agreed, in writing or otherwise, to do or permit any of the foregoing. Except as set forth in the SEC Filings or Schedule 8.8, Lithia is not a party to any agreement, letter of intent or other understanding that would result in the issuance of any equity securities of Lithia, and as of the date hereof, Lithia is not engaged in discussions with any person that are reasonably likely to result in such an agreement or understanding. Without the prior written consent of W. Xxxxxxx Xxxxxxxx, Lithia will not, prior to the Effective Date...
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TRANSACTIONS SINCE LATEST BALANCE SHEET DATE. The Seller has not, -------------------------------------------- since the Latest Balance Sheet Date, (a) issued or agreed to issue any stock, bonds, or other corporate securities, including securities convertible into stock; (b) declared or made any payment, dividend or distribution to stockholders or purchased or redeemed any shares of its capital stock; (c) mortgaged, pledged or subjected to lien, charge or any other encumbrance any of its assets, tangible or intangible, except as required by any existing contracts or agreements described in this Agreement or in the List; (d) suffered any damage or loss, whether or not covered by insurance, materially affecting its property or business; (e) sold or transferred any of its assets except in the ordinary and usual course of its business as conducted at the Latest Balance Sheet Date, or except as required by any existing contracts or agreements described in this Agreement or in the List; (f) paid to any officer, employee or any other person any extra compensation or bonus, or made any arrangement or commitment therefor, or increased the salary or other compensation of any officer or other executive employees; (g) sold, licensed, assigned or transferred any Intellectual Property Rights; or (h) incurred any material obligations or liabilities, absolute or contingent, except in the ordinary and usual course of business or pursuant to existing contracts and agreements described in this Agreement or in the List. Notwithstanding the foregoing, it is expressly understood and agreed Purchaser is not obtaining the Athco Division or Fibrelite Corporation nor the Xxxxxxx Leasehold as disclosed in Schedules 1.0l(b)-(e), (g) and (h) and Schedule 2.08 and Seller may retain or dispose of such items subject to Section 7.l0 with respect to the Athco distributor agreement, and Section 7.ll with respect to the Fibrelite development agreement.
Sample 1

Related to TRANSACTIONS SINCE LATEST BALANCE SHEET DATE

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

  • Off-Balance Sheet Transactions There is no transaction, arrangement or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off-balance sheet entity which is required to be disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus (other than as disclosed therein).

  • Balance Sheet Date December 31, 1997.

  • Off-Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • No Off Balance Sheet Arrangements There is no transaction, arrangement, or other relationship between the Company or any of its Subsidiaries and an unconsolidated or other off balance sheet entity that is required to be disclosed by the Company in its 1934 Act filings and is not so disclosed or that otherwise could be reasonably likely to have a Material Adverse Effect.

  • 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.

  • 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.

  • Off-Balance Sheet Liabilities The Indebtedness of any Person shall include the Indebtedness of any partnership or joint venture in which such Person is a general partner or a joint venturer, except to the extent that the terms of such Indebtedness provide that such Person is not liable therefor.

  • 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.

  • SEC Documents; Financial Statements; Undisclosed Liabilities (i) RVI has timely filed, or furnished, as applicable, all reports, schedules, registration statements and other documents required to be filed or submitted by it with the SEC pursuant to the Securities Act, the Exchange Act or other applicable securities statutes, regulations, policies, rules or interpretations thereof since January 1, 2008 (the “RVI SEC Documents”). As of their respective dates of filing with the SEC (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing), the RVI SEC Documents complied in all material respects with the requirements of the Securities Act or the Exchange Act, as the case may be, and the rules and regulations of the SEC thereunder applicable to such RVI SEC Documents, and none of the RVI SEC Documents when filed (or, if amended or superseded by a filing prior to the date hereof, as of the date of such filing) contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading. The RVI SEC Documents included all certificates required to be included therein pursuant to Sections 302 and 906 of the Xxxxxxxx-Xxxxx Act of 2002, as amended, and the rules and regulations promulgated thereunder (the “Xxxxxxxx-Xxxxx Act”), and the internal control report and attestation of RVI’s outside auditors required by Section 404 of the Xxxxxxxx-Xxxxx Act. RVI has not received any written comments from the SEC staff that have not been resolved to the satisfaction of the SEC staff. Since January 1, 2008, RVI has not received a stop order or other order suspending the effectiveness or

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