Delivery of Audited Financial Statements. (a) Within three (3) business days of its receipt thereof, but in no event more than ninety (90) days after the Closing Date, the Company shall deliver to Parent the audited Balance Sheet and the audited statements of operations, stockholders’ (deficit) equity and cash flows for the years ended December 31, 2003 and 2002 and for the period from March 1992 (inception) to December 31, 2003, together with the related independent auditors report of Mxxxxx & Kleigman LLP. Notwithstanding the foregoing as it relates to the period in which such audited financial statements shall be delivered, the Company shall use its best efforts to deliver such financial statements to Parent within fifteen (15) days of the Closing Date. Such audited financial statements shall not contain results which are materially and adversely different from the results presented in the unaudited financial statements attached hereto as Schedule 2.10.
(b) Until such time as such audited financial statements and related auditors’ report of Mxxxxx & Kliegman LLP are delivered, the parties hereto agree that Corporate Stock Transfer, Inc. and Guaranty Bank & Trust, as escrow agent and escrow bank in the Private Placement, shall hold in escrow $1,500,000 of the net proceeds received in the Private Placement, notwithstanding the provisions of that certain Escrow Agreement by and between the Company, Parent, Corporate Stock Transfer, Inc., Guaranty Bank & Trust and Bxxxxxxxxx Securities Corporation, dated April 20, 2004, and that certain Placement Agent Agreement by and between the Company, Parent and Bxxxxxxxxx Securities Corporation, dated as of April 8, 2004. If such audited financial statements and related auditors’ report are delivered within ninety (90) days of the Effective Time, then the funds withheld pursuant to this Section 6.11(b) shall be promptly remitted to Parent. If such audited financial statements and related auditors’ report are not delivered within ninety (90) days of the Effective Time, then such withheld funds shall be returned to investors in the Private Placement on a pro rata basis in accordance with their investment, unless and except to the extent that such delay is the result of (i) the breach of this Agreement by or negligence or willful misconduct of Parent, Acquisition Corp. or any of their respective affiliates prior to the Closing, or (ii) actions taken or conduct by Sovereign or its affiliates which directly effects or is otherwise intended to deliberately interfer...
Delivery of Audited Financial Statements. As promptly as practicable after the date hereof, but in no event later than seven business days after the date hereof, the Company shall deliver to Parent an audited consolidated balance sheet (including the related notes thereto) of the Company and the Company Subsidiaries, dated as of January 31, 2001, and each of the related audited consolidated statements of income, retained earnings, shareholders' equity and cash flows of the Company and the Company Subsidiaries (including, in each case, any notes thereto) (collectively, the "Audited Financial Statements"), together with an unqualified opinion of the Company Accountants with respect to such Audited Financial Statements.
Delivery of Audited Financial Statements. GWW shall have delivered to Giga the GWW 2020 Audited Financial Statements.
Delivery of Audited Financial Statements. The Company shall use reasonable best efforts to deliver the Audited Financial Statements to the Purchaser prior to July 31, 2011, and in any event shall cause the Audited Financial Statements to be delivered to the Purchaser prior to August 31, 2011.
Delivery of Audited Financial Statements. The Company shall deliver to Parent the audited consolidated balance sheet of the Company and its Subsidiaries as of March 30, 2014 and the related audited consolidated statements of operations, stockholder’s equity and cash flows for the fiscal year then ended (collectively, the “Audited Financial Statements”), together with an unqualified audit opinion with respect thereto by Xxxx Xxxxx LLP (the “Audit Opinion”) by 5:00 p.m. (Pacific time) on June 30, 2014.
Delivery of Audited Financial Statements. As soon as practicable, but in no event later than 10 Business Days Before the first Closing, Parent shall deliver to Purchaser audited combined financial statements of the Target Companies as at December 31, 2010, 2011 and 2012 and related statements of income, stockholders' equity and cash flows for fiscal years then ended of the Target Companies, prepared in accordance with GAAP to the extent required pursuant to Rule 3-05 of Regulation S-X, (the “Historical Financial Statements”) and such other financial statements as may be required in order for Purchaser to meet its regulatory external financial reporting obligations under United States securities Laws. All costs and expenses associated with the audit and preparation of the Historical Financial Statements, the audit report and any comfort letters in connection therewith, shall be borne equally by Parent, on the one hand, and Purchaser, on the other hand. Purchaser and its Affiliates shall cooperate with Parent and take all such actions as Parent or its auditor may reasonably request in connection with the preparation of the Historical Financial Statements.
Delivery of Audited Financial Statements. Prior to Closing, the Sellers shall deliver to the Purchaser copies of Faster’s consolidated audited Financial Statements which shall include the balance sheets as of December 31, 2017 and December 31, 2016 and the related statements of income and comprehensive income, stockholders’ equity and cash flow for the years ended, December 31, 2017, 2016 and 2015, and all required notes to the consolidated financial statements, which Financial Statements shall be (a) prepared in accordance with the IAS-IFRS, and (b) audited in accordance with U.S. Generally Accepted Auditing Standards (“US GAAS”), it being understood and acknowledged that the Financial Statements shall be either prepared in or translated to the English language, and if the Financial Statements are translated to the English language, such translation must be a fair and accurate translation; provided, further, (x) the fact that such financial statements are prepared in accordance with the IAS-IFRS must be explicitly stated in the notes to the financial statements, and (y) the auditor’s report, which will be provided along with the related English language financial statements, explicitly state that the audits were conducted in accordance with U.S. GAAS and must include an opinion on whether the financial statements comply with IAS-IFRS and such opinion shall not provide (A) any statement relevant to the disclaimer of an opinion, scope qualification or impossibility to issue an opinion (impossibilità di esprimere un giudizio); or (B) an opinion with modifications or remarks (giudizio con rilievi) or (C) an adverse or negative opinion (giudizio negativo).
Delivery of Audited Financial Statements. Sun Group shall have delivered to CRFU audited financial statements and an audit report thereon for the year ended December 31, 2005 and unaudited financial statements for the quarter ended August 31, 2006, any required audits shall be prepared by a PCAOB member audit firm in accordance with U.S. GAAP at Sun Group’s expense.
Delivery of Audited Financial Statements. Seller shall have delivered and Buyer shall have reviewed and approved, at Buyer’s sole discretion, the Business Financial Statements.
Delivery of Audited Financial Statements. The Company shall have delivered to Buyer the consolidated audited balance sheet of the Company as of January 1, 2005 and the related consolidated audited statements of operations, stockholders’ equity and cash flows of the Company for the period ended on January 1, 2005, together with the related notes thereto and accompanied by the opinion thereon of the independent accountants of the Company (collectively, the “Audited Financial Statements”), and the Company’s earnings before interest, taxes, depreciation and amortization calculated in accordance with the Audited Financial Statements shall not be less than $59.0 million.
