Reference Balance Sheets definition
Examples of Reference Balance Sheets in a sentence
Except to the extent of reserves reflected in the Reference Balance Sheets, all of the Pharmacy Inventory and other inventory on hand on the date of this Agreement and to be on hand on the Closing Date, consists and will consist of items of a quality usable or saleable in the ordinary and usual course of business in all material respects.
All material Taxes due and owing by Sellers (whether or not shown on any Tax Return) with respect to the Business have been paid or accrued on the Reference Balance Sheets.
No Purchased Company has any Liabilities for unpaid Taxes that have not been accrued for or reserved on the Reference Balance Sheets in accordance with GAAP, whether asserted or unasserted, contingent or otherwise.
The Reference Balance Sheets have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby (except for the absence of footnote disclosure, and in the case of the financial statements as of and for the nine-month period ended September 30, 2018 the absence of year-end adjustments which will not be material to the Water Business), and fairly present in all material respects the financial condition of the Water Business at the dates thereof.
Since the date of the Reference Balance Sheets, each Purchased Company has paid its accounts payable in the ordinary course of its business and in a manner which is consistent with its past practices.