Delivery of Financial Statements; Cooperation in Preparing Pro Forma Financial Statements Sample Clauses

Delivery of Financial Statements; Cooperation in Preparing Pro Forma Financial Statements. From the date hereof until the Closing, the Company will deliver to Parent, not later than ten (10) days after the end of each calendar month, an unaudited, consolidated balance sheet as of the end of such month and an unaudited, consolidated statement of income and stockholders’ equity for such month. The Company covenants and agrees that such financial statements and the notes thereto, if any, shall be complete and accurate in all material respects and fairly present the financial condition of the Company on a consolidated basis at the respective dates thereof and the consolidated results of its operations for the respective months then ended, and shall be prepared in accordance with the books and records of the Company in conformity with GAAP, consistently applied with the financial statements referred to in Section 4.09, except for the omission of footnotes and normal, immaterial year-end adjustments. The Company agrees to cooperate, and use its commercially reasonable efforts to cause its accountants to cooperate, in providing (a) historical financial information to Parent in a manner for Parent to satisfy its filing obligations with the Securities and Exchange Commission and (b) any other information reasonably requested by Parent in order to comply with the requirements of Rule 3-05 of Regulation S-X of the Securities Act of 1933, as amended.
Sample 1
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Delivery of Financial Statements; Cooperation in Preparing Pro Forma Financial Statements. From the date hereof until the Closing or the earlier termination of this Agreement, Valor will deliver to HW, as soon as reasonably practicable after the end of each calendar month, an unaudited, consolidated balance sheet as of the end of such month (each such balance sheet, a “Subsequent Financial Statement”). Upon reasonable advance written notice from HW, Valor agrees to cooperate, and use its commercially reasonable efforts to cause its accountants to cooperate in providing, (a) reasonably requested historical financial information to HW in a manner and to the extent necessary for HW to satisfy its filing obligations with the SEC and (b) any other financial information reasonably requested by HW to the extent necessary to comply with the requirements of Rule 305 of Regulation S-X of the Securities Act. HW shall be responsible for, and agrees to promptly reimburse Valor for, all out-of-pocket fees, costs and expenses of Valor’s outside accountants actually incurred by Valor in connection with this Section 7.3; provided that HW shall not be responsible for any such fees, costs and expenses that are greater than $50,000 in the aggregate.
Sample 1
Delivery of Financial Statements; Cooperation in Preparing Pro Forma Financial Statements. From the date hereof until the Closing, the Company will deliver to Buyer, not later than the date when delivered to the Company’s lenders (in their capacities as such) after the end of each calendar month, copies of the consolidated financial information of the Company and its Subsidiaries for such month that are sent to such lenders (in their capacities as such). The Company agrees to cooperate, and cause its accountants to cooperate, in providing (a) historical financial information to Buyer in a manner for Buyer to satisfy its filing obligations with the SEC and (b) any other information reasonably requested by Buyer in order to comply with the requirements of Rule 305 of Regulation S-X of the Securities Act.
Sample 1

Related to Delivery of Financial Statements; Cooperation in Preparing Pro Forma Financial Statements

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Preparation of Financial Statements The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, as of the dates indicated, and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved. The financial statement schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.

  • Delivery of Financial Statements The Company shall deliver to each Major Investor:

  • 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.

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

  • Unaudited Financial Statements The Acquiring Portfolio shall furnish to the Target Portfolio within ten (10) business days after the Closing Date, an unaudited statement of assets and liabilities and the portfolio of investments and the related statements of operations and changes in net assets as of and for the interim period ending on the Closing Date; such financial statements will represent fairly the financial position and portfolio of investments and the results of its operations as of, and for the period ending on, the dates of such statements in conformity with generally accepted accounting principles applied on a consistent basis during the period involved and the results of its operations and changes in financial position for the periods then ended; and such financial statements shall be certified by the Treasurer of the Acquiring Portfolio as complying with the requirements hereof.

  • 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.

  • Delivery of Audited Financial Statements Seller shall furnish Buyer at or prior to Closing (A) the audited consolidated balance sheets of the Company as of March 31, 2015, March 31, 2016, and as of December 31 in the calendar year 2016, and the related audited statements of income and cash flows for the fiscal years then ended, and the notes and schedules thereto required under Regulation S-X under the Securities Act (together, the “Acquired Company Audited Financial Statements”); and (B) the unaudited consolidated balance sheets of the Company as of the end of any quarterly period subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days of the end of such quarter, or if not available within 40 days despite Seller’s commercially reasonable efforts, as soon as practicable thereafter, along with the corresponding financial statements for the same period in the immediately prior fiscal year, and the related unaudited statements of income and cash flows required under Regulation S-X under the Securities Act, which shall have been reviewed by the independent accountants of the Company as provided under SAS 100 (together, the “Acquired Company Unaudited Financial Statements,” and together with the Acquired Company Audited Financial Statements, the “Acquired Company Financial Statements”). Seller shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably practicable (i) financial information related to the Company reasonably requested in writing (including such requests made after the provision of the Acquired Company Financial Statements) by Buyer as promptly as reasonably practicable, which information is reasonably necessary for Buyer to produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company Financial Statements, the “Required Financial Information”), and (ii) other information with respect to the Company reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and the Required Financial Information. Such Acquired Company Financial Statements shall not materially differ from the Financial Statements and, to the extent of any such differences, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG in connection with its preparation of the Acquired Company Audited Financial Statements, except that Buyer’s portion of such expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change in the scope of the audit described in this Agreement, in which case the $300,000.00 limit shall not apply.

  • Financial Statements Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

  • Review of Financial Statements For a period of five (5) 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.

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