Examples of Reviewed Balance Sheet in a sentence
Such accounts receivable are subject to no defenses, offsets or recovery in whole or in part by the Persons whose purchase gave rise to such accounts receivable or by third parties and are fully collectible in the Ordinary Course of Business without resort to legal proceedings, except to the extent of the amount of the reserve for doubtful accounts reflected in such Reviewed Balance Sheet.
In the event the Reviewed Balance Sheet reveals a Working Capital Deficit in excess of $350,000, Company Parent shall surrender the certificate representing the Stock Consideration that was issued at the Closing, the Buyer shall offset the additional excess amount against the Stock Consideration and Buyer shall issue a new certificate representing the Stock Consideration as adjusted.
The Inventory Schedules shall form the basis of the Closing Date Balance Sheet (where applicable to the designated line items thereon), provided that Buyer may update the amounts on the Inventory Schedules for purposes of the Reviewed Balance Sheet to the extent the Inventory Schedules did not accurately reflect the inventory as of the day prior to the Closing Date.
As soon as practicable and in no event later than sixty (60) days following the Closing Date, Buyer shall prepare and deliver to Seller a statement of the Purchased Assets and the Assumed Liabilities as of the Closing Date (the "Reviewed Balance Sheet").
The Unaffiliated Firm shall submit to the parties hereto a report of its review of the items in the Disagreement Notice(s) as promptly as practicable and shall include in such report its determination of adjustments required to the Post-Closing Adjustment, which adjustments shall be no more favorable to Buyer than reflected in the Reviewed Balance Sheet and no more favorable to Seller than reflected in the Disagreement Notice.
Xxxxxxxx with Xxxxxxxx, Xxxx and Xxxxxx Xxxxxxxx as Co-trustees, such obligations as reflected on the Reviewed Balance Sheet (the "COMPANY NOTES", and such transactions, the "ASSIGNMENT"), and the Company and the Shareholders will use their reasonable best efforts to obtain any consents or approvals required to effect the Assignment.
All material properties and assets reflected in the Reviewed Balance Sheet are free and clear of all Encumbrances other than Permitted Encumbrances.
The Purchase Price shall be adjusted upward or downward, on a dollar for dollar basis, by the amount by which the net book value of the Company on the Closing Date (without giving effect to the Purchaser’s payment of the Sellers’ Loan) is greater or less than the net book value of the Company on the Reviewed Balance Sheet of the Company at June 30, 2004.
Seller and Buyer shall, during the twenty (20) Business Days after receipt by Buyer of the Disagreement Notice, negotiate in good faith to resolve any such disagreements with respect to the Adjustment Certificate and the Reviewed Balance Sheet.
All notes and accounts receivable reflected on the Company's Balance Sheet, and all notes and accounts receivable that will be reflected on the Estimated Closing Date Balance Sheet, the Closing Date Balance Sheet, the Reviewed Balance Sheet and the Final Balance Sheet will represent receivables arising from sales made or services performed in the Ordinary Course of Business.