Preparation of Pre Clause Samples

Preparation of Pre. Closing Statement of Net Current Asset Value. As soon as practicable after the satisfaction of all conditions to Closing, Gold ▇▇▇▇ shall prepare the Pre-Closing Statement of Net Current Asset Value which shall be based upon the most recent available unaudited month end financial statement of Gold ▇▇▇▇ (not more than 45 days old at Closing). Gold ▇▇▇▇ shall deliver the Pre-Closing Statement of Net Current Asset Value to Southern States at least ten (10) days prior to the Closing Date, for review by Southern States and its accountants.
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Preparation of Pre. Closing Date Balance Sheet and Closing Date Balance Sheet. (i) Within fifteen (15) days prior to the Closing Date, the Sellers will prepare and deliver to the Buyer a draft combined balance sheet (the "Draft Pre-Closing Date Balance Sheet") for Sellers as of the close of business on the last day of the month ending closest to the Closing Date (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement). The Sellers will prepare the Draft Pre-Closing Date Balance Sheet in accordance with U.S. generally accepted accounting principles applied on a basis consistent with the preparation of Schedule 1.4, the Financial Statements and the Balance Sheet; and (ii) Within sixty (60) days after the Closing Date, the Sellers will prepare and deliver to the Buyer a draft combined balance sheet (the "Draft Closing Date Balance Sheet") for Sellers as of the close of business on the last business day prior to the Closing Date (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement). The Sellers will prepare the Draft Closing Date Balance Sheet in accordance with U.S. generally accepted accounting principles applied on a basis consistent with the preparation of Schedule 1.4, the Financial Statements and the Balance Sheet. (iii) If the Buyer has any objections to the Draft Pre-Closing Date Balance Sheet or the Draft Closing Date Balance Sheet, it will deliver a detailed statement describing its objections to the Sellers within ten (10) days after receiving either such Balance Sheet. The Buyer and the Sellers will use reasonable efforts to
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Preparation of Pre. Distribution Period Tax Returns and Straddle Period Tax Returns. Parent or the Company shall, with the cooperation of Newco, prepare and file all Tax Returns with respect to the Company for any Pre-Distribution Period or Straddle Period. Parent and the Company shall have sole discretion as to the positions taken in any such Tax Returns except as otherwise provided in this Agreement.
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Preparation of Pre. Closing Tax Returns 46 Section 8.02. Cooperation in Tax Matters 47 Section 8.03. Straddle Periods 48 Section 8.04. Tax Claims 48 Section 8.05. Transfer Taxes 49 Section 8.06. Tax Refund 49 Section 8.07. Limitations on Amended Returns and Carrybacks 49 Section 8.08. No Section 338 Election 49 Section 8.09. Termination of Tax Sharing Agreements 49
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Related to Preparation of Pre

  • Preparation of Agreement The parties acknowledge that they have sought and obtained whatever competent advice and counsel as was necessary for them to form a full and complete understanding of all rights and obligations herein and that the preparation of this Agreement has been their joint effort. The language agreed to herein expresses their mutual intent and the resulting document shall not, solely as a matter of judicial construction, be construed more severely against one of the parties than the other.

  • Preparation of Filings (a) Each party hereto shall cooperate in the taking of all such action as may be required under the BCBCA and the policies and requirements of the CSE in connection with the transactions contemplated by this Arrangement Agreement and the Plan of Arrangement. (b) Each party hereto shall, on a timely basis, furnish to each other party hereto all such information concerning it and its securityholders as may be required (and, in the case of its securityholders, available to it) to effect the actions described in Articles 2 hereof, and each covenants that no information furnished by it (to its knowledge in the case of information concerning its shareholders) in connection with such actions or otherwise in connection with the consummation of the Arrangement and the other transactions contemplated by this Arrangement Agreement will contain any untrue statement of a material fact or omit to state a material fact required to be stated in any such document or necessary in order to make any information so furnished for use in any such document not misleading in light of the circumstances in which it is furnished or to be used. (c) Each party hereto shall promptly notify the other parties if at any time before or after the Effective Time it becomes aware that the Information Statement contains any untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made, or that otherwise requires an amendment or supplement to the Information Statement. In any such event, all parties shall cooperate in the preparation of any supplement or amendment to the Information Statement that may be required, and shall cause the same to be distributed to the Buyco Shareholders, as necessary. (d) Buyco shall ensure that the Information Statement complies with all applicable Laws and, without limiting the generality of the foregoing, shall ensure that the Information Statement does not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading in light of the circumstances in which they are made (other than with respect to any information relating to and provided by Pubco and Subco- RI) and shall ensure that the Information Statement provides Buyco Securityholders with information in sufficient detail to permit them to form a reasoned judgment concerning the matters to be placed before them at the Buyco Meeting.

  • PREPARATION OF BIDS 12 LANGUAGE OF BID 12.1 The bid prepared by the bidder and all correspondences and documents relating to the bid exchanged by the bidder and the Employer shall be written in the English Language. Supporting documents and printed literature furnished by the bidder may be in another language provided they are accompanied by an appropriate translation of pertinent passages in the above stated language. For the purpose of interpretation of the bid, the English language shall prevail.

  • Preparation of Tenders ITT 10 (j) The Tenderer shall submit the following additional documents in its Tender: [list any additional documents not already listed in ITT 11.1 that must be submitted with the Tender]- not applicable ITT 12.1 Alternative Tenders “shall not be” considered. [If alternatives shall be considered, the methodology shall be defined in Section III – Evaluation and Qualification Criteria. See Section III for further details] ITT 13.5 The prices quoted by the Tenderer “shall not”be subject to adjustment during the performance of the Contract.

  • Preparation of Pricing Supplement If any offer to purchase a Note is accepted by the Company, the Company will promptly prepare a Pricing Supplement reflecting the terms of such Note. Information to be included in the Pricing Supplement shall include: