Examination of Final Financial Statements. Prior to the Closing Date, URSI shall have had sufficient time to review the unaudited consolidated balance sheets of the COMPANY for the fiscal quarters beginning after the Balance Sheet Date, and the unaudited consolidated statement of income, cash flows and retained earnings of the COMPANY for the fiscal quarters beginning after the Balance Sheet Date, disclosing no material adverse change in the financial condition of the COMPANY or the results of its operations from the financial statements as of the Balance Sheet Date.
Examination of Final Financial Statements. The COMPANY shall provide prior to the Consummation Date, and VESTCOM shall have had sufficient time to review the unaudited balance sheet of the COMPANY as of March 31, 1997 or the most recent date available and any subsequent fiscal quarters ending prior to the Closing Date, and the unaudited statement of income, cash flows and retained earnings of the COMPANY for the fiscal quarter ended March 31, 1997, if available, or interim monthly statements and any subsequent fiscal quarters ending prior to the Closing Date, disclosing no material adverse change in the financial condition of the COMPANY or the results of its operations from the financial statements as of the Balance Sheet Date. Such financial statements, which shall be deemed to be COMPANY Financial Statements (as described in Section 5.9) and in respect of which the COMPANY and the STOCKHOLDERS (except as provided in Schedule 7.9) shall be deemed to make the representations and warranties set forth in Section 5.9, shall be prepared in accordance with generally accepted accounting principals applied on a consistent basis throughout the periods indicated (except as noted therein).
Examination of Final Financial Statements. Prior to the Consummation Date, VESTCOM shall have had sufficient time to review the unaudited balance sheets of the COMPANY for the fiscal quarters following December 31, 1996, and the unaudited statement of income, cash flows and retained earnings of the COMPANY for the fiscal quarters following December 31, 1996, disclosing no material adverse change in the financial condition of the COMPANY or the results of its operations from the financial statements as of the Balance Sheet Date.
Examination of Final Financial Statements. To the extent that financial statements of the COMPANY for any quarter subsequent to December 31, 1997 are required to be included in the Registration Statement, the COMPANY shall provide, and URSI shall have had sufficient time to review, the unaudited balance sheet and statements of income, cash flows and retained earnings of the COMPANY as of the end of such quarter, disclosing no Material Adverse Change in the financial condition or results of operations of the COMPANY. Such financial statements, which shall be deemed to be Financial Statements (as described in Section 5.9), shall have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as noted therein). To the extent such Financial Statements shall be included or reflected in the Registration Statement, any events or circumstances reflected therein which might constitute a Material Adverse Effect with respect to the COMPANY shall be deemed to have been waived by URSI and URSI shall have no rights in respect of such Material Adverse Effect.
Examination of Final Financial Statements. To the extent that ----------------------------------------- financial statements of the COMPANY for any quarter subsequent to the Balance Sheet Date are required to be included in the Registration Statement, the COMPANY shall provide, and HDS shall have had sufficient time to review, balance sheets and statements of income, cash flows and retained earnings of the COMPANY as of the end of such quarter, disclosing no material adverse change in the financial condition or results of operations of the COMPANY. Such financial statements, which shall be deemed to be Financial Statements (as described in Section 5.9), shall have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as noted therein). To the extent such Financial Statements shall be included or reflected in the Registration Statement, any events or circumstances reflected therein which might constitute a Material Adverse Effect with respect to the COMPANY shall be deemed to have been waived by HDS and HDS shall have no rights in respect of such Material Adverse Effect.
Examination of Final Financial Statements. To the extent that combined financial statements of the COMPANY and NATI for any quarter subsequent to December 31, 1997 are required to be included in the Registration Statement, the COMPANY shall provide, and URSI shall have had sufficient time to review, the unaudited combined balance sheet and statements of income, cash flows and retained earnings of the COMPANY and NATI as of the end of such quarter, disclosing no Material Adverse Change in the combined financial condition or results of operations of the COMPANY and NATI. Such financial statements, which shall be deemed to be Financial Statements (as described in Section 5.9), shall have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as noted therein). To the extent such Financial Statements shall be included or reflected in the Registration Statement, any events or circumstances reflected therein which might constitute a Material Adverse Effect with respect to the COMPANY and NATI shall be deemed to have been waived by URSI and URSI shall have no rights in respect of such Material Adverse Effect.
Examination of Final Financial Statements. Prior to the Closing Date, ATOW shall have had sufficient time to review the unaudited consolidated balance sheets of the COMPANY for the fiscal quarters beginning after the Balance Sheet Date, and the unaudited consolidated combined statement of income, cash flows and retained earnings of the COMPANY for the fiscal quarters beginning after the Balance Sheet Date, disclosing no Material Adverse Change in the combined financial condition of the COMPANY or the results of their operations from the financial statements as of the Balance Sheet Date.
Examination of Final Financial Statements. Prior to the Consummation Date, ETS shall have had sufficient time to review, if available, the unaudited consolidated balance sheets of the COMPANY as of September 30, 1996, and any following fiscal quarters, and the unaudited consolidated statements of any earnings, cash flows and retained earnings of the COMPANY for the fiscal quarter ended September 30, 1996, and any following fiscal quarters, disclosing no material adverse change in the financial condition of the COMPANY or the results of its operations from the financial statements as of the Balance Sheet Date.
Examination of Final Financial Statements. Prior to the Closing Date, FYI shall have had sufficient time to review the unaudited balance sheets of the Company for the fiscal month ended January 31, 1997, and the unaudited statements of income, cash flows and retained earnings of the Company for the fiscal month ended January 31, 1997, disclosing no material adverse change in the financial condition thereof or the results of its operations from the financial statements as of December 31, 1996 and confirming that (i) the net worth of the Company as of the Effective Date is equal to or greater than $600,000 and (ii) the net worth of the Company as of the Closing Date is not less than $100,000 (reflecting bad debt allowances and certain other adjustments set forth in Schedule 8.4 from the net worth described in clause (i)) plus all income earned from the Effective Date through the Closing.
Examination of Final Financial Statements. Prior to the Consummation Date, VESTCOM shall have had sufficient time to review the unaudited balance sheets of each of LIRPACO INC. and COS for the fiscal quarters following December 31, 1996, and the unaudited statement of income, cash flow and retained earnings of each of them for the fiscal quarters following December 31, 1996, disclosing no material adverse change in the financial condition of either LIRPACO INC. or COS or the results of their operations from the financial statements as of the Balance Sheet Date.
