Audited and Interim Financial Statements Sample Clauses

Audited and Interim Financial Statements. (a) During the Interim Period, within thirty (30) calendar days following the end of each three-month quarterly period and each fiscal year, the Company shall deliver to the Purchaser an unaudited income statement and an unaudited balance sheet of the Company for the period from the Interim Balance Sheet Date through the end of such quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Company as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. (b) The Company shall use best efforts to deliver to the Purchaser by August 24, 2020, or as promptly as practicable thereafter, audited financial statements for the fiscal years ended December 31, 2019 and 2018, which financial statements shall have been audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor. Such audited financial statements shall be accompanied by a certificate of the Chief Financial Officer of the Company to the effect that such financial statements fairly present the financial position and results of operations of the Company as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes.
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Audited and Interim Financial Statements. The Company shall have delivered to Purchaser an unqualified audit report issued by Hornx XXX consisting of an unqualified audit opinion covering Hornx XXX’s audit of the consolidated balance sheet of the Company and the Subsidiaries as of December 31, 2022, and the consolidated statements of operations, stockholders’ equity, and cash flows of the Company and the Subsidiaries for the year then ending, with the related notes to such consolidated financial statements, in accordance with auditing standards generally accepted in the United States of America (the “Financial Statement Audit”), together with a copy of such audited consolidated financial statements and the related notes thereto (collectively, the “Audited Financial Statements”), and accompanied by a consent of Hornx XXX granting Purchaser and its affiliates use of the audit opinion in their filings with the Securities and Exchange Commission under the Securities Act. The Company shall also have delivered an unaudited consolidated balance sheet of the Company and the Subsidiaries as of the end of each calendar month after the date of this Agreement and prior to the Closing and year-to-date consolidated statement of operations of the Company and the Subsidiaries within thirty (30) days following the end of each such calendar month, together with corresponding interim period(s) from the prior calendar year, each such financial statement being in conformity with GAAP applied using the same accounting methods, practices, principles, policies, and procedures, with consistent classifications, judgments, valuation, and estimation methodologies that were used in the preparation of the Audited Financial Statements (except that such unaudited financial statements may omit footnote disclosures and changes resulting from normal year-end adjustments). The Company shall amend Section 2.6(a) of the Company Disclosure Schedule to include add the Audited Financial Statements not less than five (5) days prior to the Closing.
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Audited and Interim Financial Statements. (a) As soon as practicable following the date hereof, but no later than June 25, 2001, Parent shall deliver to Purchaser an unqualified audit report of Xxxxxx Xxxxxxxx on the Year-End Financial Statements, together with financial statements that incorporate any revisions made to the Year-End Financial Statement in connection with the audit and any changes referred to in the Side Letter (the financial statements on which Xxxxxx Xxxxxxxx renders such report, incorporating any changes to the Year-End Financial Statements, the "Audited ------- Financial Statements"). As soon as such material is available, but no later than -------------------- the time of delivery of the Audited Financial Statements, Purchaser and its accountants shall be given full access to all information used by Parent in preparing the Audited Financial Statements, including the books and records and the work papers of Xxxxxx Xxxxxxxx (subject to the reviewing party executing any customary access letters required by Xxxxxx Xxxxxxxx). (b) As soon as practicable following June 30, 2001, whether before or following the Closing but no later than August 15, 2001, Parent shall deliver the unaudited balance sheets of the Carve Out Business as of June 30, 2001 and June 30, 2000, and the related unaudited statements of income, Parent's investment and cash flow for the three months ended June 30, 2001 and June 30, 2000, together with all related notes and schedules thereto (the "June 2001 --------- Interim Financial Statements"), which will be prepared in accordance with U.S. ---------------------------- GAAP on a basis consistent with the Audited Financial Statements and will include a review by Xxxxxx Xxxxxxxx.
Sample 1
Audited and Interim Financial Statements. Buyer shall have received from Seller audited financial statements of the Company, together with a related audit opinion, and, at Seller’s sole cost and expense, interim financial statements of the Company as required under the Securities Act (or otherwise by SEC staff), enabling Buyer to seek effectiveness for the Buyer Registration Statement and consummate the Buyer Stock Issuance, provided, however, in the event that the Closing does not occur on or before November 15, 2018, Buyer shall bear all out-of-pocket costs and expenses incurred by Seller or the Company relating to Seller’s delivery of interim financial statements for the period ended September 30, 2018.
Sample 1

Related to Audited and Interim Financial Statements

  • Annual and Interim Financial Statements From the date hereof through the Closing Date, within thirty (30) calendar days following the end of each three-month quarterly period and each fiscal year, the Company shall deliver to the Purchaser an unaudited consolidated income statement and an unaudited consolidated balance sheet for the period from the Interim Balance Sheet Date through the end of such quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Companies as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Company will also promptly deliver to the Purchaser copies of any audited consolidated financial statements of the Company and its Subsidiaries that the Company’s certified public accountants may issue.

  • Interim Financial Statements The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2010 and the related unaudited consolidated statements of income and cash flows for the three months then ended fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such three-month period (subject to normal year-end audit adjustments).

  • 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 School shall prepare and submit its unaudited annual financial statements to the Commission by September 15 of the subsequent fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances.

  • Original Financial Statements (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant period. (c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements. (d) Its most recent financial statements delivered pursuant to clause 22.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (e) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

  • 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);

  • Review of Financial Statements For a period of three (3) years after the date of this Agreement, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • Additional Financial Statements Seller shall promptly furnish to Buyer a copy of all Financial Statements for each additional month-end period beyond the Balance Sheet Date as soon as same is regularly prepared by Seller in the Ordinary Course of Business. All such additional Financial Statements shall be subject to the same representations and warranties as contained in Section 3.23

  • Parent Financial Statements (a) The financial statements of Parent consist of: (i) the audited consolidated balance sheet at December 31, 2016 (the “Parent Audited Balance Sheet”) and December 31, 2015, and the related audited consolidated statement of comprehensive income, consolidated statement of cash flows and consolidated statement of shareholders’ equity for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, including the notes thereto, in each case, audited by Ernst & Young LLP (collectively, the “Parent Audited Financial Statements”); and (ii) the unaudited condensed consolidated balance sheet at June 30, 2016 and June 30, 2017, and the related unaudited condensed consolidated statement of comprehensive income and unaudited condensed consolidated statement of cash flows, as reported for the 6 months ended June 30, 2016 and 2017 (collectively, the “Parent Interim Financial Statements” and together with the Parent Audited Financial Statements, the “Parent Financial Statements”). (b) The Parent Financial Statements were prepared from the books and records of Parent in accordance with GAAP, consistently applied, and present fairly, in all material respects, the financial position of Parent and its Subsidiaries as of the dates thereof and the results of its operations and changes in cash flows or other information included therein for the periods or as of the dates then ended, in each case, and subject, where appropriate, to normal year-end audit adjustments, as of the dates thereof and for the periods covered thereby and subject, with respect to the Parent Interim Financial Statements, to the absence of footnotes.