Additional Financials Sample Clauses

Additional Financials. Prior to the Closing, as soon as practicable after they become available, Seller shall (at its sole cost) deliver to Purchaser complete and correct copies of (a) the consolidated balance sheets, statements of operations, statements of comprehensive income, statements of stockholder’s equity and statements of cash flows of the Company Entities, solely in respect of the Business for the twelve-month period ended December 31, 2018, audited by Ernst & Young LLP and (b) the consolidated balance sheets, statements of operations, statements of comprehensive income, statements of stockholder’s equity and statements of cash flows of the Company and its Subsidiaries for each quarter ended at least 60 days prior to the Closing, reviewed by Ernst & Young LLP (together, the “Additional Financial Statements”). The quarterly Additional Financial Statements described in the immediately preceding clause (b) shall be accompanied by a separate statement of unaudited pro forma adjustments thereto for business segments of the Company and its Subsidiaries that do not comprise a part of the Business. Further, Seller shall (at its sole cost) prior to the Closing provide to Purchaser, as soon as practicable after they become available, the unaudited internal management financial statements of the Company Entities solely in respect of the Business as of and for each month that occurs at least thirty (30) days prior to the Closing Date, in each case prepared consistent with past practices.
Sample 1
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Additional Financials. The Company shall have provided Parent with the Additional Financials, including each auditor's consent, dated as of the Closing Date, with respect to the Company's historical financial statements necessary for Parent to meet its obligations under the Exchange Act and to file any Current Report on Form 8-K.
Sample 1
Additional Financials. (a) The Company covenants and agrees to provide the Buyer with the unaudited consolidated balance sheet for the last day of each complete month commencing on April 2024 and until the Closing, and the unaudited consolidated statements of income for each such month (the “Monthly Financials”), such Monthly Financials shall be added to Section 3.7(a) of the Disclosure Schedule and shall considered for all intents and purposes part of the “Interim Financials” and, together with the Audited Financials, part of the “Financials” (other than, for the avoidance of doubt, with respect their standard of preparation, with respect to which the requirement shall be that they shall be prepared consistent with past practice).
Sample 1

Related to Additional Financials

  • Annual Financial Statements Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

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