Reference Statement definition

Reference Statement has the meaning set forth in Section 2.4.

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Reference Statement has the meaning set forth in Section 3.7(a).

Reference Statement has the meaning set forth in Section 2.7.

Examples of Reference Statement in a sentence

• Appendix Two Climate Action Joint Committee Manawatū-Whanganui Region Terms of Reference Statement of Purpose The purpose of the Climate Action Joint Committee is to support a coordinated response to climate change across the councils and communities of the Manawatū-Whanganui Region.

• Any Notice of Objection shall include only objections based on (i) mathematical errors in the computation of Closing Net Assets or (ii) Closing Net Assets not having been calculated in accordance with the consistent application of the accounting principles, practices, methodologies and policies used in the preparation of the Reference Statement (after taking into consideration the provisions of Schedule 1.04(a)).

• The Pre-Closing Statement shall be accompanied by a certificate of the Chief Financial Officer of the Seller Parent certifying that the Pre-Closing Statement (and the estimates set forth therein) have been prepared in accordance with the Accounting Principles and the Reference Statement.

• From the Reference Statement Date and through the date of this Agreement, Master LLC has not made any distributions (including Tax Distributions) to the holders of equity securities of Master LLC.

• The Reference Statement shall be prepared in accordance with GAAP applied on a basis consistent with the accounting principles, methods, practices, policies and procedures (with consistent classifications, judgments and valuation and estimation methodologies) that were used to prepare the Historical Financial Statements, except as set forth in Exhibit 2.4(a) attached hereto and except for the exclusion of the Canadian Sub (with such exceptions, the “Applicable Accounting Principles”).

More Definitions of Reference Statement

Reference Statement shall have the meaning set forth in Section 1.4(d).

Reference Statement means the unaudited statement of assets and liabilities of the Business dated as of March 31, 2005, a copy of which is set forth in Section 4.5 of the Disclosure Schedule.

Reference Statement means the Reference Statement set forth on Section 1.2(b) of the Disclosure Letter.

Reference Statement means, with respect to the Business, those sample calculations set forth on Exhibit A, calculated pursuant to the Accounting Principles.

Reference Statement means Exhibit H attached hereto setting forth an example calculation of the Closing Working Capital calculated in accordance with this Agreement.

Reference Statement means the reference statement attached hereto as Annex B setting forth a calculation of Net Working Capital as of November 30, 2023 and the Target Net Working Capital. The manner, format and methodology reflected and used in such calculations shall be applied on the exact same basis for the calculation of Closing Net Working Capital and Estimated Closing Net Working Capital, with each determination made in accordance with GAAP applied consistently with past practice of the Companies, except for the following variance from GAAP (which is consistent with past practice of the Companies): in lieu of a reserve against inventory for spoilage, theft or other loss not attributable to retail sales there will be direct write-offs in accordance with the Inventory Past Practices.

Reference Statement shall have the meaning prescribed to such term in Section 3.1.