Carve-Out Financial Statements. The Company shall have delivered to Purchaser updated Carve-Out Financial Statements that include balance sheets as of December 31, 2010, and December 31, 2011 and a statement of operations and statement of cash flows for the period from February 8, 2010 and December 31, 2010 and from January 1, 2011 to December 31, 2011 (“Updated Carve-Out Financial Statements”) and Purchaser shall have determined that the audit of the Updated Carve-Out Financial Statements shall be completed as required by Section 7.10.
Carve-Out Financial Statements. 6.6.1 Seller shall cause to be delivered to Buyer, as soon as reasonably practicable following the date of this Agreement, and in any event not later than three (3) Business Days prior to the Closing Date, a true and correct copy of (a) the audited combined balance sheet of the Acquired Companies as at December 31, 2013, December 31, 2014 and September 30, 2015; (b) the audited combined statement of income of the Acquired Companies for the years ended December 31, 2013 and December 31, 2014 and for the nine months ended on September 30, 2015; and (c) the audited combined statement of cash flows of the Acquired Companies for the years ended December 31, 2013 and December 31, 2014 and for the nine months ended on September 30, 2015 (the “Carve-Out Audited Financial Statements”), together with audit reports without qualification, limitation of scope or exception of the auditor Xxxxxxx Xxxxxxxxx at PricewaterhouseCoopers with respect thereto.
Carve-Out Financial Statements. The 2012 Carve-Out Financial Statements shall have been delivered by Parent to Buyer.
Carve-Out Financial Statements. 5.19.1. The Carve-Out Financial Statements will be substantially in accordance with the Books and Records of the Seller Group as they relate directly and solely to the Business and will be complete and correct in all material respects as of December 31, 2012. The Carve-Out Financial Statements will present a true, complete and fair view of the state of affairs, financial position, assets and Liabilities of the Seller Group as they relate directly and solely to the Business as of December 31, 2012, in all material respects.
Carve-Out Financial Statements. Promptly following the date hereof and in no event later than three (3) months following the Closing, Arbutus shall engage one of Deloitte, PricewaterhouseCoopers, Ernst & Young or KPMG or any other accounting firm, in each case, reasonably acceptable to Roivant for the purposes of preparing audited combined balance sheets and combined statements of income and cash flows relating to the LNP Business, the LNP Assets and the Assumed Liabilities as of March 31, 2018 and March 31, 2017, and for the period ended April 1, 2017 to March 31, 2018 and year ended April 1, 2016 to March 31, 2017 and notes to such financial statements (the Audited Carve-Out Financial Statements), and Arbutus, Roivant and the Company shall facilitate such audit review, cooperate with and consult with each other in connection with the preparation of the Audited Carve-Out Financial Statements and perform promptly the work necessary for the preparation and completion of the Audited Carve-Out Financial Statements as expeditiously as reasonably possible, but not later than September 30, 2018. Promptly following the Closing Date, Arbutus, Roivant and the Company shall reasonably cooperate with each other in connection with the preparation of the Audited Carve-Out Financial Statements and shall provide each other and their respective directors, managers, officers, employees, agents, attorneys, consultants, advisors or other representatives with reasonable access to the personnel of one another and their respective Affiliates and to available financial information in their possession relating to the LNP Business, the LNP Assets and the Assumed Liabilities; provided, that such access shall not unreasonably disrupt the operations of Arbutus, Roivant, the Company or any of their respective Subsidiaries. The fees and expenses of the accounting firm hired to prepare the Carve-Out Financial Statements shall be paid by the Company.
Carve-Out Financial Statements. (a) Seller will complete the Carve-Out Financial Statements and cause to be delivered an audit of the audited portion of the same as soon as practicable after the date hereof, but in any event before January 6, 2020. The audit will be performed by a national accounting firm reasonably acceptable to Buyer; provided, that Buyer acknowledges and agrees that Ernst & Young is acceptable.
Carve-Out Financial Statements. If requested by Buyer or Nexstar, Seller shall, and shall cause its subsidiaries to, assist Buyer in preparing carve-out financial statements for the Business for pre-Closing periods and shall provide to Buyer or Nexstar, at Buyer’s or Nexstar’s sole cost and expense, any financial information and other information as reasonably requested in connection with a registered public offering or other capital market transaction, including (i) access to Seller’s books and records pertaining to the Business including financial and sales data for fiscal years ending December 31, 2009, December 31, 2010, December 31, 2011 and December 31, 2012, and any interim periods, and materials used to prepare the Financial Statements, (ii) access to and cooperation from, Seller’s independent accountants necessary to receive customary “comfort letters” (including “negative assurance” comfort), to prepare or provide carve-out audits for the fiscal years ended December 31, 2009, December 31, 2010, December 31, 2011 and December 31, 2012, and to prepare or provide a carve-out accounting review in relation to each quarterly period during the fiscal year ended December 31, 2011 (in accordance with Statement on Auditing Standards No. 100) and for any subsequent quarterly periods, and (iii) reasonable cooperation in order to assist Buyer or Nexstar in responding to SEC comments; provided, however, that, subject to Section 10.5, Buyer shall indemnify Seller against all Damages incurred by it in connection with actions taken pursuant to this Section 4.3 and, without limiting the foregoing, shall reimburse Seller promptly upon request for all reasonable costs and expenses incurred by them pursuant to this Section 4.3. Notwithstanding anything to the contrary herein, the covenants and agreements set forth in this Section 4.3 shall survive the Closing until they are fully performed.
Carve-Out Financial Statements. (a) Within fifteen (15) Business Days after the date of execution of this Agreement (or as soon as reasonably practicable thereafter), Seller shall prepare and deliver to Buyers (i) the unaudited carve-out balance sheet as of December 31, 2017 and December 31, 2018 and the related statements of operations, comprehensive income, cash flows and stockholders equity for the years then ended of the Business, as reviewed by Seller’s independent auditors (the “Reviewed 2018 Carve-Out Financial Statements”) and (ii) the audited consolidated balance sheet of the Seller and its Subsidiaries as of December 31, 2018 and the related audited statements of operations, cash flows and stockholders’ equity for the fiscal year then ended, together with the notes thereto. The Reviewed 2018 Carve-Out Financial Statements shall be prepared in accordance GAAP applied on a consistent basis (except as may be indicated in the notes thereto).
Carve-Out Financial Statements. If and when delivered to Buyer as provided in Section 8.17, the audited balance sheet, statement of income and statement of cash flows as of and for the 12-month period ended December 31, 2003 and unaudited income statement for the six month period ended June 30, 2004 (the “Carve-Out Financial Statements”) will: (i) be true, correct and complete; (ii) be in accordance with the books and records of Sellers; (iii) present fairly the assets, liabilities and financial condition of the Security Solutions unit as of December 31, 2003 and as of June 30, 2004, and the results of operations for the 12-month period ended December 31, 2003 and 6-month period ended June 30, 2004; and (iv) have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis (“GAAP”) and the requirements of Regulation S-X.
Carve-Out Financial Statements. Prior to the filing of the Proxy Statement with the SEC and no later than two (2) Business Days before the Closing, Seller shall have provided Buyer with the Carve-Out Financial Statements and such other reports, consents, acknowledgments and writings as are contemplated by Section 5.4.
