Consolidated Balance Sheet Sample Clauses

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Consolidated Balance Sheet. (a) On the date of this Agreement, Renren and the Company shall deliver to the Purchaser a certificate (the “Financial Certificate”) setting forth (i) an unaudited consolidated balance sheet of the Group Companies (the “Consolidated Balance Sheet”), dated as of the Reference Date, together with a certificate of the Chief Financial Officer of Renren stating that the Consolidated Balance Sheet has been prepared in good faith and in accordance with U.S. GAAP consistently applied (excluding footnotes and routine year-end adjustments) and in a manner consistent with the Financial Statements (as defined below), and (ii) a reasonable calculation by the Company of the amount of the Net Working Capital and the amount of the Intercompany Loan, in each case as of the Reference Date, derived from the Consolidated Balance Sheet. (b) As soon as practicable after the date of this Agreement, the Purchaser and Renren shall engage PricewaterhouseCoopers LLP (or such other independent auditor reasonably selected by the Purchaser and Renren if PricewaterhouseCoopers LLP is unable or unwilling to serve) (the “Auditor”) to review the Consolidated Balance Sheet and finally determine the amount of the Net Working Capital and the amount of the Intercompany Loan as of the Reference Date as set out in the Consolidated Balance Sheet. Renren and the Company shall provide such Auditor with access to (and to examine and make copies of) the properties, books, records, work papers (including those of the parties’ respective accountants) and personnel of the Company for such purposes. The Parties shall cause the Auditor to determine and deliver the final amounts of the Net Working Capital and the Intercompany Loan, as of the Reference Date, to the Purchaser and Renren. Renren and the Company and their respective accountants shall cooperate in good faith to assist the Auditor to determine the amounts of the Net Working Capital and the Intercompany Loan, as of the Reference Date, which shall be final and binding on the parties hereto. Any expenses relating to the engagement of the Auditor shall be paid by the Company. (c) Prior to the Closing, Renren shall pay to the Company, an amount equal to (i) the sum of (A) if the Net Working Capital is negative, the absolute value of the Net Working Capital, (B) the Intercompany Loan, in each case as of the Reference Date as determined by the Auditor in accordance with Section 4.8(b), and (C) any loan extended by WFOE to the Baidu Nominee or the Renre...
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Consolidated Balance Sheet. 41 Consolidated Statement of Changes in Shareholders' Equity..............43
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Consolidated Balance Sheet. On or before ninety (90) days after the Effective Date, a consolidated and consolidating balance sheet of the Borrower and its Subsidiaries as of March 29, 1998 (after giving effect to all transactions contemplated by the Transaction Documents and the payment of all Transaction Costs), certified as fairly presenting the financial position of the Borrower and its Subsidiaries by the chief financial officer of the Borrower, together with the Borrower's reconciliation, in form and substance satisfactory to the Requisite Lenders, of all changes from the estimated pro forma balance sheet of the Borrower referred to in Section 6.01(h).
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Consolidated Balance Sheet. (a) The Purchaser has provided the -------------------------- Seller with the consolidated balance sheet of the Purchaser as of August 31, 1999 (the "Purchaser Balance Sheet"), a copy of which is attached hereto as ----------------------- Schedule 3.5 (a) The Purchaser Balance Sheet has been prepared in accordance --------------- with the generally accepted accounting principles, practices and methods applicable to the Purchaser, applied on a consistent basis (except as otherwise disclosed therein) and presents fairly the financial condition and results of operations of the Purchaser as of August 31, 1999, except for normal year-end audit adjustments. (b) The Purchaser has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, which are of a type required to be reflected on an audited balance sheet prepared under the generally accepted accounting principles, practices or methods applicable to the Purchaser, except to the extent specifically provided for in the Purchaser Balance Sheet or incurred since the date of the Purchaser Balance Sheet in the ordinary and usual course of business consistent with past practices, or as set forth on Schedule 3.5(b). --------------- (c) As of the date hereof, the amount of unrestricted cash that the Purchaser has on hand, net of all obligations under capital leases and notes payable with a maturity of less than one year ("Net Cash"), is not materially -------- different from the Net Cash derived from the entries on the Purchaser Balance Sheet.
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Consolidated Balance Sheet. The Consolidated Balance Sheet give a true and fair view of the financial position and results of the operations of the Company and the Subsidiaries, according to Accounting Principles, as of December 31, 2004 and for the year ended on said date.
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Consolidated Balance Sheet. Within 30 days following Closing, Buyer shall provide seller with Buyer's 1999 Balance Sheet.
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Related to Consolidated Balance Sheet

  • Pro Forma Balance Sheet The Administrative Agent shall have received the Pro Forma Balance Sheet in form and substance satisfactory to the Administrative Agent and the Required Lenders;

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Balance Sheet “Balance Sheet” is defined in Section 3.6 of the Agreement.

  • Closing Balance Sheet (a) As promptly as practicable, but no later than ninety (90) days, after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a written statement (the “Final Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and the Subsidiaries, which shall present the consolidated financial position of the Company and the Subsidiaries as of the close of business on the day prior to the Closing Date in accordance with the Accounting Policies (the “Closing Balance Sheet”) and shall include line items consistent with those in the Company Balance Sheet and (ii) a calculation of the actual (A) Working Capital (the “Closing Working Capital”), (B) Cash (the “Closing Cash”), and (C) Transaction Expenses (the “Closing Transaction Expenses”) (with each of Closing Working Capital and Closing Cash determined as of the close of business on the day prior to the Closing Date and without giving effect to the transactions contemplated herein and Closing Transaction Expenses determined as of the Closing, giving effect to the transactions contemplated herein. All calculations of Closing Working Capital, Closing Cash and Closing Transaction Expenses shall be accompanied by a certificate of a duly authorized officer of Buyer certifying that such estimates have been calculated in accordance with this Agreement and the Accounting Policies, to the extent applicable. (b) The Final Closing Statement shall become final and binding on the thirtieth (30th) day following delivery thereof, unless prior to the end of such period, Seller delivers to the Buyer written notice of its disagreement (a “Notice of Disagreement”) specifying the nature and amount of any dispute as to the Closing Working Capital, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement. Seller shall be deemed to have agreed with all items and amounts of Closing Working Capital, Closing Cash and/or Closing Transaction Expenses not specifically referenced in the Notice of Disagreement, and such items and amounts shall not be subject to review in accordance with Section 2.04(c). (c) During the fifteen (15) day period following delivery of a Notice of Disagreement by Seller to Buyer, the parties shall use their commercially reasonable efforts to reach agreement on the disputed items with respect to the computation of the Closing Working Capital, Closing Cash and/or Closing Transaction Expenses as specified therein. Any disputed items resolved in writing between Seller and Buyer within such fifteen (15) day period shall be final and binding with respect to such items, and if Seller and Buyer agree in writing on the resolution of each disputed item specified by Seller in the Notice of Disagreement and the amount of the Closing Working Capital, Closing Cash and Closing Transaction Expenses, the amounts so determined shall be final and binding on the parties for all purposes hereunder. If Seller and Buyer have not resolved all such differences by the end of such fifteen (15) day period, no later than ten (10) days following the end of such fifteen (15) day period, Seller and Buyer shall submit, in writing, to an independent public accounting firm (the “Independent Accounting Firm”), their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of the Closing Working Capital, Closing Cash and Closing Transaction Expenses, and the Independent Accounting Firm shall make a written determination as to each such disputed item and the amount of the Closing Working Capital, Closing Cash and Closing Transaction Expenses, which determination shall be final and binding on the parties for all purposes hereunder. In making such calculations, the Independent Accounting Firm shall consider only those items and amounts in Seller’s and Buyer’s respective calculations of the Closing Working Capital, Closing Cash and Closing Transaction Expenses that are identified as being items and amounts to which Seller and Buyer have been unable to agree. In resolving any disputed item, the Independent Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be Ernst & Young LLP or, if such firm is unable or unwilling to act, such other independent public accounting firm as shall be agreed in writing between Seller and Buyer. Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Accounting Firm to render a written decision resolving the matters submitted to it within thirty (30) days following the submission thereof. In acting under this Agreement, the Independent Accounting Firm will be entitled to the privileges and immunities of an arbitrator. (d) The costs of any dispute resolution pursuant to Section 2.04(c), including the fees and expenses of the Independent Accounting Firm and of any enforcement of the determination thereof, shall be borne by Seller and Buyer in inverse proportion as they may prevail on the matters resolved by the Independent Accounting Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Accounting Firm at the time the determination of such firm is rendered on the merits of the matters submitted. The fees and disbursements of the representatives of each party incurred in connection with the preparation or review of the Final Closing Statement and preparation or review of any Notice of Disagreement, as applicable, shall be borne by such party or parties. (e) Buyer will cause the Company to afford Seller and its representatives (including Deloitte & Touche LLP), reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company and the Subsidiaries and their representatives and to any other information reasonably requested for purposes of preparing and reviewing the calculations contemplated by this Section 2.04. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations of the Working Capital and Cash as specified in this Section 2.04; provided that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed a customary agreement relating to access to such work papers in form and substance acceptable to such accountants. (f) Notwithstanding anything to the contrary herein, the parties acknowledge and agree that each item required to be reflected in any of the Closing Working Capital, Closing Cash or Closing Transaction Expenses is intended to, and shall, be accounted for only once, without duplication, in determining the adjustments to be made to the Purchase Price in accordance with this Agreement, including pursuant to this Section 2.04, Section 2.05, Article 11 and Article 13.

  • Consolidated Senior Leverage Ratio Permit the Consolidated Senior Total Leverage Ratio as of the end of each of the Fiscal Quarters ending on the dates set forth for the period of four Fiscal Quarters ending on such date below to be greater than the ratio set forth below opposite such period: March 31, 2008 through December 31, 2008 3.50 to 1.00 March 31, 2009 through December 31, 2009 3.25 to 1.00 March 31, 2010 through December 31, 2010 3.00 to 1.00 March 31, 2011 through December 31, 2011 2.50 to 1.00 March 31, 2012 through December 31, 2013 2.25 to 1.00