Reference Date Accounts definition
Examples of Reference Date Accounts in a sentence
The Independent Accounting Firm shall have exclusive jurisdiction over, and resort to the Independent Accounting Firm shall be the sole recourse and remedy of the parties against one another or any other Person with respect to, any disputes arising out of or relating to the Reference Date Net Working Capital, the Closing Date Statement of Accounts, the Net Working Capital Adjustment, the Reference Date Accounts Receivable, the Closing Date Statement of Receivables and the Accounts Receivable Adjustment.
The Reference Date Accounts shall be prepared in accordance with the provisions of the HGB and German generally accepted accounting principles ("German GAAP") and the same assumptions, policies, methodologies and rules shall be applied which have been applied in preparing the Group's financial statements for the last financial year as in particular set forth in the attachments and reports to the respective financial statements.
No depreciation or amortization period in respect of the assets recorded in the Reference Date Accounts is longer than the expected useful life of the relevant asset or longer than the average period used in the relevant industry.
The Warranted Liability Items will be reviewed as part of the finalization of the Noos Reference Date Accounts.
The Reference Date Accounts give a true and fair view (réguliers, sincères et donnant une image fidèle) of the results of operations and the financial situation of the Company and have been certified without reserve by the statutory auditors of the Company.
The Reference Date Accounts and the Financial Statement shall not be audited and shall be delivered to the Purchaser (for review by Purchaser and/or an auditor selected by Purchaser) as soon as reasonably practical after the Closing Date, but in no event later than eighty (80) Business Days after the Reference Date.
Any costs and expenses incurred by the Neutral Auditor and in relation to the dispute over the Reference Date Accounts and/or the Financial Statement shall be allocated and borne by the Parties in accordance with Section 91 et seq.
Accounts No matter shall be the subject of a claim under the Warranties to the extent that an allowance, provision or reserve (other than a general reserve) in respect of a matter has been or shall be made or taken into account in the Reference Date Accounts or the Completion Accounts or in the accounts underlying their preparation.
The Final Report will be prepared as at 23:59 hours on the Reference Date, except with respect to the Closing Date Buyer Net Debt, which will be calculated immediately following the Closing and shall include in reasonable detail any unresolved objection of Buyer on the Noos Reference Date Accounts.
The Neutral Auditor shall act as an arbitral expert (Schiedsgutachter) within the meaning of Section 317 of the German Civil Code (Bürgerliches Gesetzbuch - "BGB") and its decision, which shall be made in accordance with the provisions of this clause 7.5, and the Reference Date Accounts and Financial Statement as amended by the Neutral Auditor, shall be binding and final upon the Parties (in the absence of manifest material error).