2003 Audited Financial Statements Sample Clauses

2003 Audited Financial Statements. The Company shall use commercially reasonable efforts to promptly prepare the 2003 Audited Financial Statements. The Company shall promptly deliver the 2003 Audited Financial Statements to the Buyer as soon as they have been finally completed and are no longer subject to any further adjustments or discussions with the Company’s accountants. Following the delivery to the Buyer of the 2003 Audited Financial Statements, the Buyer shall have ten business days to review the 2003 Audited Financial Statements for the purpose of determining whether the condition to closing set forth in §7(a)(xi) has been satisfied. Unless the Buyer notifies the Sellers within ten business days that the condition to closing set forth in §7(a)(xi) has not been satisfied, such condition to closing shall be deemed to have been met and the 2003 Audited Financial Statements shall become the Most Recent Financial Statements, January 3, 2004 shall be the Most Recent Fiscal Month End, the fiscal year ended January 3, 2004 shall be the Most Recent Fiscal Year End, be deemed to have replaced the representations and warranties related to the Most Recent Financial Statements, amended the Disclosure Schedule to the extent applicable, changed all the references to November 30, 2003 contained herein to January 3, 2004 (other than in § 3(h)(xvi) which shall remain November 30, 2003), and to have cured any misrepresentation or breach of warranty that otherwise might have existed hereunder solely by reason of the prior Most Recent Financial Statements.
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2003 Audited Financial Statements. On or before April 15, 2004, Seller shall provide Buyer with audited combined financial statements of the Combined Companies as of and for the year ended December 31, 2003. Buyer shall reimburse Seller for one-half of all expenses incurred by Seller or that are otherwise payable by Seller to third parties in connection with the preparation of such financial statements. Seller shall provide management representation letters in connection with such financial statements, which letters shall be qualified to the knowledge of the individual's executing such letters and shall be limited to the period from January 1, 2003 to the Closing Date.
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2003 Audited Financial Statements. As soon as reasonably possible following the date hereof (and in any event prior to April 15, 2004, or such earlier date as may be (1) required or appropriate to comply with applicable Law or (2) reasonably requested by the managing underwriter of Purchaser's planned initial public offering), the Company shall deliver to Purchaser (a) the 2003 Audited Financial Statements, which shall be prepared in consultation with, and subject to the reasonable approval of, Purchaser, and (b) a certificate, signed by the Stockholders' Committee and by the President and Chief Financial Officer of the Company, certifying that (1) the 2003 Audited Financial Statements fairly present in all material respects the financial position of both HMO Subsidiary, on a stand-alone basis, and the Company Group, on a consolidated basis, as of December 31, 2003 and the results of operations of both HMO Subsidiary, on a stand-alone basis, and the Company Group, on a consolidated basis, for the year ended December 31, 2003, and (2) the 2003 Audited Financial Statements have been prepared in accordance with SAP or GAAP, as applicable, applied on a basis consistent with the past practices of HMO Subsidiary or the Company, as applicable, the 2003 Unaudited Financial Statements and with the HMO Audited Financial Statements or the Consolidated Audited Financial Statements, as applicable.
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2003 Audited Financial Statements. The debt and EBITDA of the Company and the Subsidiaries reflected in the 2003 Audited Financial Statements shall be materially the same as the debt and the EBITDA reflected in the Company Financial Statements for the year ended December 31, 2003.
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2003 Audited Financial Statements. As soon as practicable upon completion thereof, but in no event later than March 31, 2004, the Seller shall deliver to the Purchaser a true and complete copy of the audited balance sheet of the Seller for the fiscal year ended December 31, 2003, and the related audited statements of income, retained earnings, stockholders’ equity and changes in financial position of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants.
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2003 Audited Financial Statements. The Borrower agrees to deliver to the Lender, prior to February 15, 2004, the financial statements, reports and certificates required by Section 6.3(b) of the Loan Agreement with respect to the Borrower’s fiscal year ended September 30, 2003 (other than with respect to the requirement that such financial statements be certified by the Borrower’s independent certified public accountants without qualification).
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Related to 2003 Audited Financial Statements

  • Audited Financial Statements The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Unaudited Financial Statements The Acquiring Portfolio shall furnish to the Target Portfolio within ten (10) business days after the Closing Date, an unaudited statement of assets and liabilities and the portfolio of investments and the related statements of operations and changes in net assets as of and for the interim period ending on the Closing Date; such financial statements will represent fairly the financial position and portfolio of investments and the results of its operations as of, and for the period ending on, the dates of such statements in conformity with generally accepted accounting principles applied on a consistent basis during the period involved and the results of its operations and changes in financial position for the periods then ended; and such financial statements shall be certified by the Treasurer of the Acquiring Portfolio as complying with the requirements hereof.

  • Annual Audited Financial Statements As soon as available, but no later than one hundred eighty (180) days after the last day of Borrower’s fiscal year, audited consolidated financial statements prepared under GAAP, consistently applied, together with an unqualified opinion on the financial statements from an independent certified public accounting firm reasonably acceptable to Bank;

  • Audited Financials The consolidated balance sheet of the Borrower and its consolidated Subsidiaries as at June 30, 1998 and the related consolidated statements of income and of cash flows for the fiscal year ended on such date, copies of which have heretofore been furnished to each Bank, present fairly the consolidated financial condition of the Borrower 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. All such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP applied consistently throughout the periods involved. Neither the Borrower nor any of its consolidated Subsidiaries had, as of December 31, 1998, any material Contingent Obligation, liability for taxes, or any long-term lease or unusual forward or long-term commitment, including, without limitation, any Interest Hedge Agreement, which is not reflected in the financial statements contained in the Borrower's Quarterly Report on Form 10-Q for the period ended December 31, 1998 or the notes thereto.

  • Year-End Financial Statements As soon as available but no later than one hundred (100) days after and as of the end of each financial reporting year, a complete copy of Borrower's audit report, which shall include balance sheet, income statement, statement of changes in equity and statement of cash flows for such year, prepared and certified by an independent certified public accountant selected by Borrower and satisfactory to Lender (the "Accountant"). The Accountant's certification shall not be qualified or limited due to a restricted or limited examination by the Accountant of any material portion of Borrower's records or otherwise.

  • Interim Financial Statements Complete and accurate copies of the unaudited financial statements of the Company and its consolidated Subsidiaries as at March 31, 2015 have been delivered to the Administrative Agent and such financial statements were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Company and its Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject to normal year-end audit adjustments.

  • GAAP Financial Statements The Borrower will deliver to each Lender:

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. 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 Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

  • Delivery of Audited Financial Statements Seller shall furnish Buyer at or prior to Closing (A) the audited consolidated balance sheets of the Company as of March 31, 2015, March 31, 2016, and as of December 31 in the calendar year 2016, and the related audited statements of income and cash flows for the fiscal years then ended, and the notes and schedules thereto required under Regulation S-X under the Securities Act (together, the “Acquired Company Audited Financial Statements”); and (B) the unaudited consolidated balance sheets of the Company as of the end of any quarterly period subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days of the end of such quarter, or if not available within 40 days despite Seller’s commercially reasonable efforts, as soon as practicable thereafter, along with the corresponding financial statements for the same period in the immediately prior fiscal year, and the related unaudited statements of income and cash flows required under Regulation S-X under the Securities Act, which shall have been reviewed by the independent accountants of the Company as provided under SAS 100 (together, the “Acquired Company Unaudited Financial Statements,” and together with the Acquired Company Audited Financial Statements, the “Acquired Company Financial Statements”). Seller shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably practicable (i) financial information related to the Company reasonably requested in writing (including such requests made after the provision of the Acquired Company Financial Statements) by Buyer as promptly as reasonably practicable, which information is reasonably necessary for Buyer to produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company Financial Statements, the “Required Financial Information”), and (ii) other information with respect to the Company reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and the Required Financial Information. Such Acquired Company Financial Statements shall not materially differ from the Financial Statements and, to the extent of any such differences, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG in connection with its preparation of the Acquired Company Audited Financial Statements, except that Buyer’s portion of such expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change in the scope of the audit described in this Agreement, in which case the $300,000.00 limit shall not apply.

  • Parent Financial Statements The consolidated financial statements (including all related notes thereto) of Parent included in the Parent SEC Documents (if amended, as of the date of the last such amendment filed prior to the date of this Agreement) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

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