Acquisition Balance definition
Examples of Acquisition Balance in a sentence
The inventory obsolescence policies of Seller are appropriate for the nature of the products sold and the marketing methods used by Seller and the reserve for inventory obsolescence contained in the Acquisition Balance Sheet fairly reflects the amount of obsolete inventory as of the date thereof.
To the Knowledge of Seller, except as would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect, all inventory of the Acquired Company consists of items of a quality and quantity usable and, with respect to finished goods, salable in the ordinary course of business and are not obsolete, damaged or defective, in each case, subject to the reserves for obsolete, excess, slow-moving, damaged and defective inventory shown on the Acquisition Balance Sheet.
Since the date of the Acquisition Balance Sheet, there has been no Material Adverse Effect and the business and operations of the Acquired Company have been conducted in the ordinary course of business, consistent with past practice.
The amounts recorded as payable for Taxes in the Acquisition Balance Sheet is sufficient for the payment of all Taxes attributable to all periods ended on or before the date of the Acquisition Balance Sheet and adequate accruals have been made by each Seller for all Liabilities for Taxes accruing since the date of the Acquisition Balance Sheet.
The Company has good and marketable title to, or a valid leasehold interest in, each of the items of tangible personal property reflected on the Acquisition Balance Sheet or acquired thereafter (except for assets reflected thereon or acquired thereafter that have been disposed of in the ordinary course of business since the date of the Acquisition Balance Sheet), free and clear of all Liens (except for Permitted Liens).
As of the date of the Acquisition Balance Sheet, Operator, regarding its respective ownership and operation of the Acquisition Assets, had no material Liabilities except as shown on the Acquisition Balance Sheet.
The Issuer or the Administrative Agent shall give Written Notice in respect of any such Redemption of Notes (other than an Acquisition Balance Redemption) under Section 3.11(a) or 3.11(b) to the Trustee, the Holders and the Initial Liquidity Facility Provider.
Sections 3.11(c) and (d) shall not apply to any Acquisition Balance Redemption.
The inventories on the Acquisition Balance Sheet and inventories arising after the date of the Acquisition Balance Sheet and reflected on the books and records of the Company are stated thereon in accordance with GAAP, consistently applied.
All accounts receivable reflected on the Acquisition Balance Sheet or set forth on the Accounts Receivable List are valid accounts receivables, are not subject to any set-offs or counterclaims, have been prepared from, and are in accordance with, the books and records of the Company and arose solely out of bona fide sales and delivery of goods and performance of services.