Acquirer Financial Statements Sample Clauses

Acquirer Financial Statements. Each of the financial statements (including, in each case, the notes thereto) of Acquirer contained or incorporated by reference in the Acquirer SEC Reports complied with the rules and regulations of the SEC as of the date of the filing of such reports, was prepared in accordance with GAAP and fairly presents the financial condition and the results of operations, changes in shareholders’ equity, and cash flows of Acquirer and its Subsidiaries as of the dates of and for the periods referred to in such financial statements, subject in the case of interim financial statements to (i) the omission of notes to the extent permitted by Regulation S-X and (ii) normal, recurring year-end adjustments. The financial statements of Acquirer referred to in this Section 4.01(e) reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements.
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Acquirer Financial Statements. (a) Since January 1, 2012, Acquirer has filed and furnished with the Commission the forms, registration statements, reports, schedules and statements required to be filed by Acquirer under the Exchange Act or the Securities Act since January 1, 2012 (all such documents filed since January 1, 2012 and on or prior to the date of this Agreement, together with all documents filed on a voluntary basis on Form 8-K, and in each case including all exhibits and schedules thereto and documents incorporated by reference therein, the “Acquirer SEC Documents”; provided, however, Acquirer makes no representation or warranty with respect to any exhibits and schedules included in the Acquirer SEC Documents). At the time filed (except to the extent corrected by a subsequently filed Acquirer SEC Document prior to the date hereof), each Acquirer SEC Document complied in all material respects with the requirements of the Exchange Act and did not contain any untrue statement of a material fact, or omit to state a material fact necessary in order to make the statements made, in light of the circumstances under which they were made, not misleading. In the case of registration statements, on the dates of effectiveness (except to the extent corrected by a subsequently filed Acquirer SEC Document prior to the date hereof), each Acquirer SEC Document complied in all materials respects with the requirements of the Securities Act and did not contain any untrue statement of a material fact, or omit to state a material fact required to be stated therein or necessary to make the statements made, in light of the circumstances under which they were made, not misleading.
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Acquirer Financial Statements. Acquirer has delivered to Target as EXHIBIT 3.4 Acquirer's unaudited balance sheet as of October 31, 1997 and income statement for the period then ended (collectively the "ACQUIRER FINANCIAL STATEMENTS"). The Acquirer Financial Statements (a) are in accordance with the books and records of Acquirer, and (b) fairly present the financial condition of Acquirer at the date therein indicated and the results of operations for the period therein specified. Acquirer has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected or reserved against in the Acquirer Financial Statements, except for those that may have been incurred after the date of the Acquirer Financial Statements in the ordinary course of its business, consistent with past practice and that are not material in amount either individually or collectively. Notwithstanding the foregoing, management has not (i) subjected the Acquirer Financial Statements to review for compliance with generally accepted accounting principles, or (ii) reviewed related assets for net realizable value or related liabilities for proper inclusion of all potential liabilities; however, management is not aware of any adjustments required to be made to the Acquirer Financial Statements.
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Acquirer Financial Statements. Acquirer has made available to the Company its audited financial statements for the fiscal years ending January 31, 2019 and January 31, 2020 (collectively, the “Acquirer Financial Statements”). The Acquirer Financial Statements (a) are derived from and in accordance with the books and records of Acquirer, (b) complied as to form with applicable accounting requirements with respect thereto as of their date, (c) fairly and accurately present the financial condition of Acquirer at the dates therein indicated and the results of operations and cash flows of Acquirer for the periods therein specified and (d) were prepared in accordance with GAAP applied on a consistent basis throughout the periods involved.
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Acquirer Financial Statements. Acquirer has delivered to Target ----------------------------- Acquirer's balance sheet as of March 31, 1999 and income statement and statement of cash flows for the quarter then ended (collectively the "Acquirer Financial Statements"). The Acquirer Financial Statements (a) are in accordance with the books and records of Target, (b) have been prepared in good faith and fairly present the financial condition of Acquirer at the date therein indicated and the results of operations for the period therein specified and (c) have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. Acquirer has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, that is not reflected or reserved against in the Acquirer Financial Statements, except for those that (i) may have been incurred after the date of the Financial Statements in the ordinary course of its business, consistent with past practice and that are not material in amount either individually or collectively or (ii) are not required to be reflected in financial statements in accordance with generally accepted accounting principles.
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Acquirer Financial Statements. Acquirer has delivered to target its audited financial statements for the fiscal years ended December 31, 2005 and December 31, 2006, and its unaudited financial statements (balance sheet, statement of operations and statement of cash flows) on a non-consolidated basis for the six months ended June 30, 2007 (collectively, the “Acquirer Financial Statements”). The Acquirer Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods presented and consistent with each other. The Acquirer Financial Statements fairly present in all material respects the consolidated financial condition, operating results and cash flow of Acquirer as of the dates, and for the periods, indicated therein.
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Related to Acquirer Financial Statements

  • Seller Financial Statements Attached hereto as Schedule 5.10 are (i) the consolidated balance sheet of Seller as of December 31, 1997, and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the year ended December 31, 1997 (collectively, the "Seller Financial Statements"); and (ii) the unaudited consolidated balance sheet of Seller and Seller Subsidiaries as of February 28, 1998 (the "Seller Current Balance Sheet") and the related statements of income, Principal Stockholders' equity and statements of cash flows of Seller and Seller Subsidiaries for the two (2) month period ended February 28, 1998, (collectively, the "Seller Current Financial Statements"). Seller Financial Statements and Seller Current Financial Statements are sometimes collectively referred to herein as the "Seller Financial Statements." Seller Financial Statements (a) have been prepared in accordance with generally accepted accounting principles consistently applied (except as may be indicated therein or in the notes thereto); (b) present fairly the financial position of Seller as of the dates indicated and present fairly the results of Seller's operations for the periods then ended; and (c) are in accordance with the books and records of Seller, which have been properly maintained and are complete and correct in all material respects. Seller Current Financial Statements present fairly the financial position of Seller and Seller Subsidiaries as at the dates thereof and the results of its operations and changes in financial position for the periods then ended, subject to normal year-end audit adjustments (the effect of which will not individually or in the aggregate result in a Material Adverse Effect on Seller) and lack of footnotes thereto.

  • Company Financial Statements The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been provided to the Purchasers (i) have been prepared from, and are in accordance with, the books and records of the Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

  • 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).

  • 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.

  • Company Reports; Financial Statements (i) The Company has made available to Parent each registration statement, report, proxy statement or information statement prepared by it since December 31, 1994 including (i) the Company's Annual Report on Form 10-K for the year ended December 31, 1996 (the "Audit Date"), and (ii) the Company's Quarterly Reports on Form 10-Q for the periods ended March 31, 1997, June 30, 1997 and September 30, 1997, each in the form (including exhibits, annexes and any amendments thereto) filed with the Securities and Exchange Commission (the "SEC") (collectively, including any such reports filed subsequent to the date hereof, the "Company Reports"). As of their respective dates, the Company Reports did not, and any Company Reports filed with the SEC subsequent to the date hereof will not, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports (including the related notes and schedules) fairly presents, or will fairly present, the consolidated financial position of the Company and its Subsidiaries as of its date and each of the consolidated statements of income and of changes in financial position included in or incorporated by reference into the Company Reports (including any related notes and schedules) fairly presents, or will fairly present, the results of operations, retained earnings and changes in financial position, as the case may be, of the Company and its Subsidiaries for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as may be noted therein.

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

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

  • SEC Filings; Financial Statements (a) Since January 1, 2020, the Company has timely filed or otherwise furnished (as applicable) all registration statements, prospectuses, forms, reports, certifications, statements and other documents required to be filed or furnished by it under the Securities Act or the Exchange Act, as the case may be, together with all certifications required pursuant to the Xxxxxxxx-Xxxxx Act of 2002 (the “Xxxxxxxx-Xxxxx Act”) (such documents and any other documents filed by the Company with the SEC, as have been supplemented, modified or amended since the time of filing, collectively, the “Company SEC Documents”). As of their respective effective dates (in the case of the Company SEC Documents that are registration statements filed pursuant to the requirements of the Securities Act) and as of their respective SEC filing dates (in the case of all other Company SEC Documents), or in each case, if amended prior to the date hereof, as of the date of the last such amendment, the Company SEC Documents (i) did not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary in order to make the statements made therein, in the light of the circumstances under which they were made, not misleading and (ii) complied in all material respects with the applicable requirements of the Exchange Act or the Securities Act, as the case may be, the Xxxxxxxx-Xxxxx Act and the applicable rules and regulations of the SEC promulgated thereunder. All of the audited financial statements and unaudited interim financial statements of the Company included in or incorporated by reference into the Company SEC Documents, including the related notes and schedules (collectively, the “Company Financial Statements”), (A) have been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments), (B) comply as to form in all material respects with the applicable accounting requirements and the published rules and regulations of the SEC with respect thereto and (C) fairly present in all material respects the financial position and the results of operations, cash flows and changes in stockholders’ equity of the Company as of the dates and for the periods referred to therein (except as may be indicated in the notes thereto or, in the case of interim financial statements, for normal and recurring year-end adjustments). Since January 1, 2021, the Company has not made any change in the accounting practices or policies applied in the preparation of its financial statements, except as required by GAAP, SEC rule or policy or applicable Law.

  • Reports; Financial Statements (a) Since January 1, 2014, the Company has timely filed or furnished all reports, schedules, forms, statements, prospectuses and other documents required to be filed or furnished by it with the SEC (the “Company SEC Reports”), all of which have complied as of their respective filing dates or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, in all material respects with all applicable requirements of the Securities Act, the Exchange Act and the Xxxxxxxx-Xxxxx Act and, in each case, the rules and regulations of the SEC promulgated thereunder. No executive officer of the Company has failed in any respect to make the certifications required of him or her under Section 302 or 906 of the Xxxxxxxx-Xxxxx Act with respect to any Company SEC Report. None of the Company SEC Reports filed or furnished by the Company with the SEC since January 1, 2014, including any financial statements or schedules included or incorporated by reference therein, at the time filed or, if amended or superseded by a subsequent filing, as of the date of the last such amendment or superseding filing made at least two (2) Business Days prior to the date hereof, contained (or, with respect to Company SEC Reports filed after the date hereof, will contain) any untrue statement of a material fact or omitted (or, with respect to Company SEC Reports filed after the date hereof, will omit) to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading; provided, however, that no representation is made as to the accuracy of any financial projections or forward-looking statements or the completeness of any information filed or furnished by the Company to the SEC solely for the purposes of complying with Regulation FD promulgated under the Exchange Act. As of the date of this Agreement, there are no outstanding or unresolved comments in comment letters received from the SEC staff with respect to the Company SEC Reports. As of the date of this Agreement, the Company has not received any written or, to the Company’s Knowledge, oral notice from the SEC that any of the Company SEC Reports is the subject of any ongoing investigation. To the Knowledge of the Company, as of the date of this Agreement, there are no SEC inquiries or investigations, other government inquiries or investigations or material internal investigations pending or threatened, in each case regarding any accounting practices of the Company. None of the Company’s Subsidiaries is required to file periodic reports with the SEC pursuant to the Exchange Act.

  • Initial Financial Statements Borrower has heretofore delivered to Lender copies of the Initial Financial Statements which are complete and correct in all material respects. The Initial Financial Statements fairly present Borrower’s combined financial position at the respective dates thereof and the combined results of operations and combined cash flows for the periods then ended. Since the date of the Initial Financial Statements no Material Adverse Change has occurred, except as reflected in Section 5.6 of the Disclosure Schedule. All Initial Financial Statements were prepared in accordance with GAAP.

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