Common use of Examination of Final Financial Statements Clause in Contracts

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.

Appears in 5 contracts

Samples: Agreement and Plan of Reorganization (United Road Service Inc), Agreement and Plan of Reorganization (United Road Service Inc), Merger Agreement (United Road Service Inc)

AutoNDA by SimpleDocs

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 COMPANY, as applicable, 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.

Appears in 1 contract

Samples: Merger Agreement (United Road Service Inc)

AutoNDA by SimpleDocs
Draft better contracts in just 5 minutes Get the weekly Law Insider newsletter packed with expert videos, webinars, ebooks, and more!