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).
Appears in 4 contracts
Samples: Merger Agreement (Vestcom International Inc), Agreement and Plan of Reorganization (Vestcom International Inc), Agreement and Plan of Reorganization (Vestcom International Inc)
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 -68- 76 balance sheet of the COMPANY as of March 31, 1997 or the most recent date available available, and any subsequent fiscal quarters ending prior to the Closing Date, and the unaudited statement of income, cash flows flow 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 Canadian generally accepted accounting principals applied on a consistent basis throughout the periods indicated (except as noted therein).
Appears in 1 contract
Samples: Share Purchase Agreement (Vestcom International Inc)
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 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).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vestcom International Inc)
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 consolidated 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 Datequarters, and the unaudited consolidated 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 statements, and any subsequent fiscal quarters ending prior to the Closing Datequarters, 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).
Appears in 1 contract
Samples: Agreement and Plan of Reorganization (Vestcom International Inc)