1996 Financial Statements. Seller shall have delivered to Buyer correct and complete copies of the 1996 Financial Statements.
1996 Financial Statements. Prior to the Closing, the Stockholders shall deliver to UAG audited balance sheets of the Companies as of December 31, 1996 (the "Company Balance Sheets") and the related consolidated statements of income, stockholders' equity and cash flows for the fiscal year ended December 31, 1996, together with the notes thereto which statements shall be examined and accompanied by the report of the Companies' independent certified public accountants and, upon delivery, such statements shall be included within the definition of Company Financial Statements. Notwithstanding the preceding sentence, the income statement and cash flow statement for Westbury Nissan will not be audited statements. UAG and the Stockholders shall each pay one-half of the cost of such audit.
1996 Financial Statements. Prior to the date hereof, Sellers have delivered to Purchaser the following financial statements (including the respective notes thereto) for Action (such financial statements being hereinafter referred to collectively as the "1996 Financial Statements"):
(a) The unaudited balance sheet of Action as at June 30, 1996 (the "1996 Balance Sheet"); and
(b) The unaudited statements of income for Action for the period ended June 30, 1996. The 1996 Financial Statements have been internally generated by Action and have been prepared by Action on a basis consistent with prior years' internally generated financial statements.
1996 Financial Statements. Buyer shall have received the 1996 Financial Statements and these statements shall (a) include an opinion from Seller's independent auditors, O'Donnell, Ficenec, Wills & Ferdig qualified only xx xo gxxxx concern, and (b) not deviate, in any material manner, from the Unaudited Financial Statements. For the purposes of this Section 6.4, "material" shall be defined as follows: for the 12-months ending December 31, 1996:
(i) the amounts set forth on the 1996 Financial Statements for each of Net Sales, Total Current Assets, Total Assets, Accounts Payable, Notes Payable, Total Long-Term Liabilities and Total Labilities shall not deviate from the amounts set forth for such items on the Unaudited Financial Statements by more than five percent (5%);
(ii) the amount set forth on the 1996 Financial Statements for Loss from Operations shall not deviate from the amount set forth for such item on the Unaudited Financial Statements by more than ten percent (10%); and
(iii) the amount set forth on the 1996 Financial Statements for Net Loss shall not deviate from the amount set forth for such item on the Unaudited Financial Statements by more than twenty-five percent (25%).
1996 Financial Statements. The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ending on such date, reported on by Ernst & Young, a copy of which has been furnished to the Investor, fairly and accurately present the consolidated financial condition of Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. Such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved and consistently with the financial statements of the Company and its consolidated Subsidiaries as at and for the year ended December 31, 1995 (except for such inconsistencies as approved by such accountants and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries had, at the date of the balance sheet referred to above, any material guarantee obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto.
1996 Financial Statements. The consolidated balance sheets of the Company and its consolidated Subsidiaries as at December 31, 1996 and the related consolidated statements of income and of cash flows for the fiscal year ending on such date, reported on by Ernst & Young, a copy of which will be furnished to the Investor as soon as such documents are available, will fairly and accurately present the consolidated financial condition of Company and its consolidated Subsidiaries as at such date, and the consolidated results of their operations and their consolidated cash flows for the fiscal year then ended. Such financial statements, including the related schedules and notes thereto, will have been prepared in accordance with GAAP applied consistently throughout the periods involved and consistently with the financial statements of the Company and its consolidated Subsidiaries as at and for the year ended December 31, 1995 (except for such inconsistencies as approved by such accountants and as disclosed therein). Neither the Company nor any of its consolidated Subsidiaries will have, at the date of the balance sheet referred to above, any material guarantee obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment, including any interest rate or foreign currency swap or exchange transaction, which is not reflected in the foregoing statements or in the notes thereto.
1996 Financial Statements. On the Closing Date, the Lender ------------------------- agrees, subject to the conditions set forth below, to accept reviewed (rather than audited) financial statements solely for the period ending December 31, 1996; provided, however, that the waiver set forth in this Section 2.4 is only -------- ------- ----------- effective if Price Waterhouse LLP, or some other public accounting firm acceptable to the Lender, (i) observes the physical inventory count conducted by the Loan Parties with respect to such period and (ii) provides evidence to Lender that, as of December 31, 1996, it has performed audit procedures satisfactory to Lender with respect to cash, liabilities and fixed assets.
1996 Financial Statements. The Borrower shall have furnished to the Agent an unaudited consolidated balance sheet of the Borrower and its consolidated Subsidiaries as of December 31, 1996, and unaudited consolidated statements of income and stockholders' equity of the Borrower and its consolidated Subsidiaries for the fiscal year ended December 31, 1996. Such financial statements shall have been certified by a Responsible Officer of the Borrower as presenting fairly the consolidated financial position of the Borrower and its consolidated Subsidiaries as of the end of such fiscal year and the consolidated results of their operations and stockholders' equity for such fiscal year, in conformity with GAAP, subject to normal and recurring audit adjustments.
1996 Financial Statements. The audited consolidated financial statements of CU and its subsidiaries included in CU's Annual Report on Form 10-K for the year ended December 31, 1996 will with respect to the financial data reported thereon conform in all respects to the summary consolidated statements of income, selected financial data and summary consolidated statements of financial condition included in the CU news release dated January 29, 1997 (except to the extent of reductions in net income not exceeding $200,000 in the aggregate that result from normal recurring audit adjustments).
1996 Financial Statements. The Company and Principal Holders shall deliver to Acquisition the audited consolidated financial statements of the Company and its Subsidiary for the year ended and at December 31, 1996 (the "1996 AUDITED FINANCIAL STATEMENTS") as soon as they become available and in no event later than April 19, 1997. In the event the 1996 Audited Financial Statements shall not be satisfactory in form and substance to Acquisition in its sole discretion, Acquisition shall have the right to terminate this Agreement pursuant to SECTION 10.1(b). There shall be no presumption that the 1996 Audited Financial Statements will be satisfactory to Acquisition if they do not vary materially from the draft of such financial statements provided to Acquisition on April 3, 1997.
