Reference Accounts definition

Reference Accounts means (i) the audited balance sheet and profit and loss statement as of 30 June 2012; (ii) the unaudited balance sheet and profit and loss statement as of 31 December 2012; and (iii) the pro-forma balance sheet and profit and loss account as at 31 March 2013. These reference accounts are of the Company and are set out in Schedule 3;

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Reference Accounts means the unaudited financial statements of the Company as of the Reference Date.

Reference Accounts means the Financial Statements for the period ended 31 December 2011.

Examples of Reference Accounts in a sentence

• The Accounts reserve in accordance with applicable standards, principles and practices generally accepted in the United Kingdom for all contingent or deferred liabilities to Tax for all periods starting on or before the Reference Accounts Date.

• The Reference Accounts and the other financial information concerning the EL Business provided included in Appendix 13a (the “Financial Information”), has been prepared with U.S. generally accepted accounting principles (“U.S. GAAP”) consistently applied by the Subsidiary / the Parent Company, and the Financial Information fairly present in all material respect the financial position and performance of the EL Business, as per the dates and for the periods specified in such Financial Information.

• The Estimated Purchase Price is based on the Reference NAV as per the Reference Accounts.

• The Seller shall not be liable in respect of a Claim to the extent that the matter or circumstance giving rise to that Claim was taken into account in the Reference Accounts or is otherwise reflected in the Reference Accounts (including by way of a specific provision, allowance or reserve, or by way of a specific note or a statement in any report forming part of the Reference Accounts).

• The Accounts show a true and fair view of the assets, liabilities and state of affairs of each Group Company as at the Reference Accounts Date and of the profits and losses of each Group Company for the financial year ended on the Reference Accounts Date.

More Definitions of Reference Accounts

Reference Accounts mean the balance sheets relating to:

Reference Accounts means the accounts as of May 2012 which is attached as Appendix 11b.

Reference Accounts means the consolidated accounts of ▇▇▇.▇▇▇▇ for the six-month period ended on the Reference Date as made available in the Data Room.

Reference Accounts means, for each Measurement Period, –

Reference Accounts has the meaning set out in paragraph 2.1.1 of Part II below.

Reference Accounts means the audited balance sheet and a profit and loss accounts (together with the notes attached thereto) of the Company as of the Accounts Date, ie. 30 June 2016, as set out in Schedule 4 (c). “Registered Intellectual Property” means all Intellectual Property that is the subject of registration (or an application for registration), including domain names. “Relevant Accounting Standards” means the applicable accounting principles determined in accordance with French GAAP. “Restricted Period” means the period beginning on the Closing Date and ending on the second anniversary of the Closing Date. “Revenues” means for any considered period of time (i) the turnover (excluding VAT), as determined in accordance with the Relevant Accounting Standards, in France, Luxemburg, Belgium and Switzerland of the Company or (ii) after 1st January 2017, if the Buyer decides to implement one of the decisions set forth in Section 1.c.iii.1) to 3)) the revenues of the Company, the Buyer and their Affiliates, directly generated by the Attractive World brand in the countries listed above. “Revenue Target” means the Revenue, target for the 2017 fiscal year to be 10% higher than 2016 Revenues assuming Marketing Spend 2017 is the same as Marketing Spend 2016, being provided that: - if the Buyer increases or reduces Marketing Spend in 2017 fiscal year (compared to Marketing Spend 2016), the Revenue Target for the Second Tranche of the Earn Out shall be adjusted by the same percentage change up or down, and - The Revenues used for the calculation above shall be only for France, Belgium, Switzerland and Luxembourg. Revenues generated in any other territory are not considered for the Second Tranche calculation. “Software” means any form of computer programme, including applications software and operating systems, whether in source or object code form, and including all upgrades and updates thereto, and all supporting documentation, as well as all user interfaces (including graphical elements). “Shapr Group” means Trust & Share, a French société par actions simplifée, and registered with the Paris trade and companies register under number 801 183 864, and its Subsidiaries as Shapr Inc and Shapr SAS (799 364 039 RCS) which operate networking applications and which are independent from the Company. “Shares” shall have the meaning set forth in the recitals. “Stockholders” shall have the meaning set forth in the preamble. “Stockholders’ Lawyers” means C▇▇▇▇▇▇ & Marcheteau, located 1▇, ▇▇▇ ▇...

Reference Accounts has the meaning given to it in Article 7.4.1 below.