Examples of November Balance Sheet in a sentence
All accounts receivable payable to or for the benefit of the Group Companies and that are reflected on the November Balance Sheet (the “Company Accounts Receivable”) have arisen from bona fide transactions in the ordinary course of business and, to the Knowledge of SellerCo, there is no contest, counterclaim or right of setoff with any account debtor of any Company Accounts Receivable relating to such accounts receivable.
Except to the extent reflected on Schedule 3.7 or as disclosed by the Seller to the Purchaser in a writing accompanying the A/R Aging Reports, such accounts, notes and other receivables are collectible in the amounts shown on Schedule 3.7, and shall be collectible in the amounts shown on the A/R Aging Reports, net of reserves reflected in the November Balance Sheet and as of the date of the A/R Aging Reports, respectively.
Seller has no material liabilities of any kind, character or description, whether accrued, absolute, secured or unsecured, contingent or otherwise that are not reflected on the November Balance Sheet or otherwise reflected in the Seller Financial Statements at the Balance Sheet Date, including all loan agreements, indemnity or guaranty agreements, bonds, mortgages, Liens, pledges or other security agreements.
The assets reflected on the November Balance Sheet or acquired after the November Balance Sheet Date are valued on the Company's books at or below the Company's actual cost less an adequate and proper depreciation charge.
For purposes of the Closing, the Tangible Net Worth of the Company will be deemed to be as set forth on the November Balance Sheet.