EXAMINATION OF FINANCIAL STATEMENTS. Prior to the Closing Date, UniCapital shall have had at least ten days to review the unaudited consolidated balance sheets of the Company as of the end of the then most recently completed calendar month, and the unaudited consolidated statements of income, cash flows and stockholders' equity of the Company for the periods then ended, which statements shall have disclosed no material adverse change in the financial condition of the Company or any Subsidiary or the results of their respective operations from the financial statements originally furnished by the Company as set forth in Schedule 6.12.
EXAMINATION OF FINANCIAL STATEMENTS. 42 10.4 NO MATERIAL ADVERSE CHANGE.....................................................................42 10.5 REGULATORY REVIEW..............................................................................43 10.6
EXAMINATION OF FINANCIAL STATEMENTS. 41 10.4 No Material Adverse Change.....................................................................41 10.5 Regulatory Review..............................................................................42 10.6 Stockholders' Release..........................................................................42 10.7 Employment Agreements..........................................................................42 10.8
EXAMINATION OF FINANCIAL STATEMENTS. Prior to the Closing Date, ----------------------------------- USFLORAL shall have had sufficient time to review the unaudited balance sheets of the COMPANY as of the month ended immediately prior to the Closing Date and the unaudited statements of income, cash flow and stockholder's equity of the COMPANY for the periods then ended, disclosing no material adverse change in the financial condition of the COMPANY or the results of its operations from the financial statements originally furnished by the COMPANY as set forth in Schedule 6.9
EXAMINATION OF FINANCIAL STATEMENTS. Prior to the Closing Date, BOL shall have had sufficient time to review the unaudited balance sheets of the Company as of the last day of the month ended immediately prior to the Closing Date, or such partial period as may be acceptable to Parent, and the unaudited statements of income, cash flow and stockholders' equity for the period then ended, disclosing no material change in the financial condition of the Company or the results of its operations from the financial statements originally furnished by the Company as set forth in SCHEDULE 3.7.
EXAMINATION OF FINANCIAL STATEMENTS. Prior to the Closing Date, SM&A ----------------------------------- shall have had sufficient time to review the unaudited balance sheets of the Company as of the end of the month immediately preceding the Closing Date, and the unaudited statements of income, cash flow and shareholders' equity of the Company for the period then ended shall disclose no material adverse change in the financial condition of the Company.
EXAMINATION OF FINANCIAL STATEMENTS. Prior to the Closing Date, the Buyer shall have had sufficient time to review the management-prepared balance sheets of the Business as of the last day of the month ended immediately prior to the Closing Date and the management-prepared statements of income, cash flow and stockholders' equity for the period then ended, disclosing no material change in the financial condition of the Business or the results of its operations from the Balance Sheet Date, and the Buyer shall be satisfied in all respects with such financial information.
EXAMINATION OF FINANCIAL STATEMENTS. Prior to the Closing Date, the Parent shall have had sufficient time to review the unaudited balance sheets of the Company as of the last day of the month ended immediately prior to the Closing Date (if December 31, including year-end adjustments) and the unaudited statements of income, cash flow and stockholder's equity for the period then ended, disclosing no material change in the financial condition of the Company or the results of its operations from the financial statements originally furnished by the Company as set forth in SCHEDULE 3.7. In addition, prior to the Closing Date, the Parent and Newco shall have had sufficient opportunity to review the audited balance sheet of the Company as of December 31, 1998 and the audited statements of income, cash flow and stockholders' equity for the years ended December 31, 1998 and December 31, 1997 as audited by the Parent's accounting firm in accordance with GAAP in connection with the contemplated IPO, and the Parent shall be satisfied in all respects with such financial information, and such information shall indicate that the Company's gross revenues for the year ended December 31, 1998 shall exceed $397,000, and the aggregate stockholder's equity as of December 31, 1998 shall exceed $1000.
EXAMINATION OF FINANCIAL STATEMENTS. Prior to the Closing Date, the Parent shall have had sufficient time to review the unaudited balance sheets of the Company as of the last day of the month ended immediately prior to the Closing Date (or, if the Closing occurs on or before the 22nd day of a month, as of the last day of the month before the last full month before the Closing Date) and the management prepared statements of income, cash flow and stockholders' equity for the period then ended, disclosing no Material Adverse Change from the Company Financial Statements originally furnished by the Company as set forth in SCHEDULE 3.7. In addition, prior to the Closing Date, the Parent and BOL shall have had sufficient opportunity to review the audited combined balance sheet of the Company and Telecon as of December 31, 1998 and the draft audited combined balance sheet of the Company and Telecon as of December 31, 1999 (assuming the Closing occurs by April 15, 2000) and the draft audited statements of income, cash flow and stockholders' equity of such companies for the periods ended on such dates as audited by the Parent's accounting firm at the Parent's sole expense in accordance with GAAP, and the Parent shall be satisfied in all respects that such financial information does not disclose any Material Adverse Change from the Company Financial Statements.
EXAMINATION OF FINANCIAL STATEMENTS. Prior to the Closing Date, ----------------------------------- USFloral shall have had sufficient time to review the unaudited balance sheets of the Company as of June 30, 1997, and the unaudited statements of income, cash flow and retained earnings of the Company for the periods then ended, disclosing no material adverse change in the financial condition of the Company or the results of its operations from the financial statements originally furnished by each Company as set forth in Schedule 6.9. In the opinion of Newco's independent public accountants, the historical financial statements of the Company must be suitable or adaptable for incorporation in the Registration Statement and other filings of USFloral with the SEC.
