Closing Financial Statements. At least eight Business Days prior to the Effective Time of the Merger, Malvern shall provide First Bank with Xxxxxxx’s consolidated financial statements presenting the financial condition of Malvern and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Malvern’s consolidated results of operations for the period from January 1, 2022 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, that if the Effective Time of the Merger occurs on or before the 15th Business Day of the month, Xxxxxxx shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall be accompanied by a certificate of Xxxxxxx’s chief financial officer, dated as of the date of delivery, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Malvern in all material respects. Such financial statements shall have been prepared in all material respects in accordance with GAAP, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall also reflect as of their date (a) accruals for (i) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for Malvern for services rendered in connection with the transactions contemplated by this Agreement, (ii) any employee severance, retention or change-in-control payments or expenses consistent with the terms of this Agreement, (iii) any payment made or expense accrued for the purchase of a directors’ and officers’ liability insurance policy pursuant to this Agreement, (iv) other third-party costs, fees and expenses incurred or accrued by Malvern in connection with the transactions contemplated by this Agreement, and in each case, paid by Xxxxxxx or payable by Malvern prior to the Effective Time, (v) losses incurred or accrued by Xxxxxxx relating to the loans listed in Section 8.2(f)(1) of Malvern’s Disclosure Memorandum, (vi) costs, fees expenses, or any other amounts or payments, incurred or accrued by Malvern in connection with the matter set forth in Section 8.2(f)(2) of Malvern’s Disclosure Memorandum, (vii) changes in accumulated other comprehensive income from September 30, 2022 through the Closing Dat...
Closing Financial Statements. At least eight (8) Business Days prior to the Effective Time of the Merger, the Company shall provide Parent with the Company’s consolidated financial statements presenting the financial condition of the Company and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and the Company’s consolidated results of operations for the period from January 1, 2017 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, however, that if the Effective Time of the Merger occurs on or before the fifteenth (15th) Business Day of the month, the Company shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such financial statements shall be accompanied by a certificate of the Company’s chief financial officer, dated as of the Effective Time, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of the Company in all material respects. Such Closing Financial Statements shall also reflect accruals for all Professional Fees incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) and shall be accompanied by a certificate of the Company’s chief financial officer, dated as of the Effective Time, to the effect that such financial statements meet the requirements of this Section 5.15.
Closing Financial Statements. Buyer shall have received the Closing Financial Statements.
Closing Financial Statements. The financial statements delivered to the Lenders pursuant to SECTION 6.01(a) and (b), if any, (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under SECTION 6.01(a) and (b)) and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements, if any) in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries as of the respective dates thereof and for the respective periods covered thereby.
Closing Financial Statements. (i) At least five (5) Business Days prior to the Closing, HEI and HEA shall prepare and deliver to Merger Sub (A) an unaudited estimated combined balance sheet of the Company, ChipPAC Korea and ChipPAC Shanghai as of the close of business on the Closing Date but without giving effect to any of the Recapitalization Transactions and without accruing or reflecting the payment of the fees and expenses of Merger Sub, Xxxx Capital, Inc., MSX Holdings LLC, Citicorp Venture Capital Ltd. or any of their Affiliates contemplated by Section 12.3 (the "Estimated Closing Balance Sheet"), which shall reflect reasonable good faith estimates of the amount of Working Capital and cash (net of book overdrafts) that will be on the balance sheets of the Company, ChipPAC Korea and ChipPAC Shanghai as of the close of business on the Closing Date (but without giving effect to any of the Recapitalization Transactions) (the "Estimated Closing Working Capital" and the "Excess Cash", respectively); (B) an unaudited statement of estimated combined research and development expenditures made by the Company ChipPAC Korea and ChipPAC Shanghai for the period beginning January 1, 1999 and ending as of the close of business on the Closing Date (but without giving effect to any of the Recapitalization Transactions) (the "Estimated Pre- Closing R&D Expenditures"); and (C) an unaudited statement of estimated combined capital expenditures made by the Company, ChipPAC Korea and ChipPAC Shanghai for the period beginning January 1, 1999 and ending as of the close of business on the Closing Date (but without giving effect to any of the Recapitalization Transactions) (the "Estimated Pre-Closing Capital Expenditures"); provided, that if HEI and HEA, on the one hand, and Merger Sub, on the other hand, cannot agree upon the amounts to be included in the Estimated Closing Balance Sheet (including the amount of Estimated Closing Working Capital or Excess Cash), the statement of Estimated Pre-Closing R&D Expenditures, or the statement of Estimated Pre-Closing Capital Expenditures, the amounts in dispute shall be based upon the balances reflected in the books and records of the Company, ChipPAC Korea and ChipPAC Shanghai as of calendar month end immediately preceding the Closing Date. The Estimated Closing Balance Sheet and the statements of Estimated Pre-Closing R&D Expenditures and Estimated Pre-Closing Capital Expenditures shall be prepared in accordance with GAAP in a manner consistent with the Company's...
Closing Financial Statements. 45 11.3 Rescission..................................................... 41 SECTION 12. TERMINATION.................................................... 46 12.1
Closing Financial Statements. Seller shall deliver the Closing Financial Statements within sixty (60) days after the Closing Date. Buyer and Seller will cooperate in the preparation or audit, if deemed necessary by Buyer, at Buyer's expense, of any Financial Statements.
Closing Financial Statements. At least four Business Days prior to the Effective Time of the Merger, the Company shall provide Parent with the Company's financial statements presenting the financial condition of the Company as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and the Company's results of operations for the period January 1, 2002 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the "Closing Financial Statements"); provided, however, that if the Effective Time of the Merger occurs on or before the fifth Business Day of the month, the Company shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall have been prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such financial statements shall be accompanied by a certificate of the Company's Chief Financial Officer, dated as of a date no earlier than two Business Days prior to the Effective Time of the Merger, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Parent in all material respects.
Closing Financial Statements. The Closing Financial Statements.
Closing Financial Statements. (a) As promptly as practicable, but in no event later than thirty (30) days following the Closing Date, Seller shall cause the following to be prepared and delivered to Purchaser: unaudited balance sheets of the Business for the two fiscal years and any interim fiscal period ending prior to the Closing Date, and unaudited income statements and unaudited cash flow statements of the Business for the two fiscal years and any interim fiscal period ending prior to the Closing Date.
