Working Capital Statements Sample Clauses

Working Capital Statements. Seller has previously delivered to Buyer the Reference Working Capital Statement as of December 31, 1999. The Reference Working Capital Statement
Sample 1
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Working Capital Statements. Sellers shall deliver (or cause to be delivered) to Buyer monthly working capital statements on or before the 20th calendar day following the close of each calendar month ending subsequent to January 31, 2008, which shall be in the form of the Baseline Working Capital Statement but which shall reflect the information as of the final day of the applicable month (each, a “Monthly Working Capital Statement”). Buyer shall review each Monthly Working Capital Statement and shall promptly, but in any event within ten Business Days following receipt thereof, notify Sellers of any objection Buyer has to any amount or calculation set forth in the Monthly Working Capital Statement. In the event of any such objection, the parties will immediately work together in good faith to resolve their differences and agree upon a definitive and final Monthly Working Capital Statement for the applicable month. If the parties in good faith are unable to resolve their differences, such differences shall be resolved by submitting the unresolved issue to an independent certified public accounting firm in accordance with Section 2.02(d). If Buyer does not object to such Monthly Working Capital Statement within the ten-day period, the Buyer will be deemed to have accepted the applicable Monthly Working Capital Statement. During the preparation of each Monthly Working Capital Statement, Sellers agree to provide Buyer (and their representatives) with reasonable access to the books, records and other data and employees of Sellers in order to consult and provide advice, and Sellers shall give reasonable consideration to Buyer’s advice, in connection with Sellers’ preparation of the Monthly Working Capital Statement.
Sample 1
Working Capital Statements. For so long as SZ is required to purchase any Series AA Preferred Stock hereunder, the Company, within ten (10) Business Days of receipt of SZ's or Trust's request, but not more often than monthly, will deliver to SZ and Trust a report (a "WORKING CAPITAL REPORT") in form reasonably acceptable to SZ and Trust showing (i) the amount of the Company's cash reserves available to satisfy its Working Capital Requirements, and (ii) the amount of such Working Capital Requirements (including a schedule of anticipated expenditures).
Sample 1
Working Capital Statements. From and after the date hereof until the Effective Time, as soon as reasonably practicable after the close of each fiscal month, the Company shall deliver to Parent an unaudited statement (the "WORKING CAPITAL STATEMENT") setting forth the Company's Working Capital as of the close of business on last day of such fiscal month. In the month in which the Closing is expected to occur, the Company shall prepare an adjusted Working Capital Statement (an "ADJUSTED WORKING CAPITAL STATEMENT") as promptly as reasonably practicable after the close of the prior fiscal month, which Adjusted Working Capital Statement shall reflect Working Capital as adjusted to (x) subtract from Working Capital the amount by which the aggregate Company Transaction Costs (whether or not paid) exceed $2,000,000 and (y) add to Working Capital the amount of Company Transaction Costs that have been paid by the Company and that are not included as prepaid expenses in Current Assets, together with supporting invoices (Working Capital as so adjusted, the "ADJUSTED WORKING CAPITAL"). The Working Capital Statements and the Final Working Capital Statement shall be prepared in good faith and be accompanied by a certificate executed by the Chief Financial Officer of the Company stating that such statements were prepared in good faith.
Sample 1
Working Capital Statements. (a) No later than one (1) day prior to the scheduled Closing Date, the Company shall prepare and deliver to the Buyer a net working capital statement for the Company as of the close of business at the end of the last fiscal month immediately preceding the Closing Date (the "Net Working Capital Statement"). The Net Working Capital Statement shall be reasonably acceptable to the Buyer and estimate the Working Capital Assets, the Working Capital Liabilities and the Net Working Capital Amount of the Company as of the close of business at the end of the last full fiscal month immediately preceding the Closing Date. For purposes hereof, "
Sample 1
Working Capital Statements. Seller has previously delivered to Buyer Working Capital statements as of February 24, 2006, March 31, 2006, and at least five (5) Business Days prior to the Closing Date, the Closing Working Capital Statement. Each of the Working Capital statements in the foregoing sentence are in accordance with the books and records of Seller, and fairly present the elements of the Working Capital calculation as of the respective dates indicated thereon.
Sample 1
Working Capital Statements 
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Related to Working Capital Statements

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Seller shall provide Buyer with Seller’s consolidated financial statements presenting the financial condition of Seller and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery of the Closing Financial Statements, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c)).

  • Parent Financial Statements The consolidated financial statements (including all related notes thereto) of Parent included in the Parent SEC Documents (if amended, as of the date of the last such amendment filed prior to the date of this Agreement) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

  • Interim Financial Statements The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2012 and the related unaudited consolidated statements of income and cash flows for the six months then ended fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end audit adjustments).

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Company Financial Statements The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been provided to the Purchasers (i) have been prepared from, and are in accordance with, the books and records of the Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

  • Unaudited Financial Statements The School shall prepare and submit its unaudited annual financial statements to the Commission by September 15 of the subsequent fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances.

  • Audits and Financial Statements A. Audits

  • Financial Statements; Projections Lenders shall have received from Company (i) the Historical Financial Statements and (ii) the Projections.

  • Audited Financial Statements The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • 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.

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