Financial Information; Books of Account Sample Clauses

Financial Information; Books of Account. (a) Sellers have delivered to Purchasers true and complete copies in all material respects of (i) the audited combined balance sheets of VC Holding and Subsidiaries and Xxxxx Xxxxxx, excluding Crisa Industrial for each of the fiscal years ended as of December 31, 2003, December 31, 2004 and December 31, 2005, and the related audited combined statements of operations, changes in stockholders' equity and cash flows, together with all related notes and schedules thereto, accompanied by the reports thereon of Deloitte (collectively, the "Financial Statements"), and (ii) the unaudited balance sheet of Crisa Industrial for each of the fiscal years ended as of December 31, 2003, December 31, 2004 and December 31, 2005, and the related unaudited consolidated income statements and statements of cash flow of Crisa Industrial (the "Crisa Industrial Financial Statements"). The Financial Statements and the Crisa Industrial Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Acquired Companies in all material respects, (ii) present fairly the combined financial condition and results of operations of the Acquired Companies as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. GAAP (except that the Crisa Industrial Financial Statements have been prepared in accordance with Mexican GAAP), applied on a basis consistent with the past practices of the Acquired Companies, except, in the case of the Crisa Industrial Financial Statements, for the absence of notes thereto, and (iv) include all adjustments (consisting only of normal recurring year-end accruals) that are necessary for a fair presentation of the combined financial condition of the Acquired Companies and the results of the operations of the Acquired Companies as of the dates thereof or for the periods covered thereby (except, in the case of the Crisa Industrial Financial Statements, for the absence of notes thereto).
Sample 1
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Financial Information; Books of Account. (a) True and complete copies of (i) the Reference Balance Sheet, (ii) the audited consolidated balance sheet of the Company for each of the three fiscal years ended as of March 31, 2006, March 31, 2005 and March 31, 2004, and the related audited consolidated statements of income, stockholders’ equity and cash flows of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of Hxxx, Xxxxx & Kxxx LLC (collectively referred to herein as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Company as of June 30, 2006, and the related consolidated statements of income, retained earnings, stockholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to herein as the “Interim Financial Statements”) have been delivered by the Company to Parent. The Reference Balance Sheet (i) was prepared in accordance with the books of account and other financial records of the Company and the Subsidiary, (ii) presents fairly the consolidated financial condition of the Company and the Subsidiary as of the date thereof, (iii) has been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with the past practices of the Company and the Subsidiary, and (iv) includes all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company’s business as of the date thereof. The Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company and the Subsidiary, (ii) present fairly the consolidated financial condition, results of operations and cash flows of the Company and the Subsidiary as of the dates thereof or for the periods covered thereby, (iii) except as set forth in Section 3.07 of the Company Disclosure Schedule, have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company and the Subsidiary and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and the Subsidiary and the results of the operations and cash flows of the Company and the Subsidiary as of the dates thereof or for the periods covered t...
Sample 1
Financial Information; Books of Account. Section 3.08 Absence of Undisclosed Liabilities and Certain Events Section 3.09 Absence of Litigation Section 3.10 Employee Benefit Plan Section 3.11 Labor and Employment Matters Section 3.12 Real Property; Title to Assets
Sample 1

Related to Financial Information; Books of Account

  • Financial Information; Books and Records (a) The Seller SEC Documents include (i) the audited consolidated balance sheet of the Seller for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, and shareholders’ equity and comprehensive income of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”). The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies.

  • Books of Account and Records Proper and complete records and books of account shall be kept or shall be caused to be kept by the Board of Directors or such representatives as it may appoint in which shall be entered fully and accurately all transactions and other matters relating to the Company’s business in such detail and completeness as is customary and usual for businesses of the type engaged in by the Company. The books and records shall at all times be maintained at the principal executive office of the Company.

  • Financial Books and Records All books of account shall, at all times, be maintained in the principal office of the Company or at such other location as specified by the Member.

  • Books of Accounts Property Manager shall maintain adequate and separate books and records for the Property with the entries supported by sufficient documentation to ascertain their accuracy. Such books and records shall contain a separate accounting of all items of income and expenses. Company agrees to provide Property Manager with any financial or other information reasonably requested by Property Manager to carry out its services hereunder. Property Manager shall maintain such books and records at the Property Manager’s office at the address as set forth in Section 18, or at the office of any local property manager or leasing company to whom Property Manager may have subcontracted its duties hereunder or at the Property. Property Manager shall bear losses arising from the fraud or gross negligence of Property Manager or any of its employees or agents relating to the books and records required to be maintained in accordance with this Section.

  • Records and Books of Account The records and books of account of the Company reflect all material items of income and expense and all material assets, liabilities and accruals, have been, and to the Closing Date will be, regularly kept and maintained in conformity with GAAP applied on a consistent basis with preceding years.

  • Books and Records Financial Information Notices 5.1 BOOKS AND RECORDS Borrower shall maintain, at all times, books, records and accounts which are complete, correct and timely in all material respects so as to permit the preparation of financial statements in accordance in all material respects with GAAP applied consistently.

  • Books of Account The Accounting Agent shall maintain the books of account of the Trust and shall perform the following duties in the manner prescribed by the respective Trust’s currently effective prospectus, statement of additional information or other governing document, copies of which have been certified by the Secretary of the Funds and supplied to the Accounting Agent (a “Governing Document”) (including the procedures established in the Service Level Agreement):

  • Offices, Records and Books of Account, Etc The Seller (i) shall keep its records concerning the Pool Receivables at the address of the Seller or the address of Vistra set forth on Schedule V and keep its “location” (as defined in the UCC) in the State set forth in Section 1(i) of Exhibit III or, upon at least 30 days’ prior written notice of a proposed change to the Administrator, at any other locations in jurisdictions where all actions reasonably requested by the Administrator to protect and perfect the ownership and security interest of the Administrator, the Purchaser Agents or the Purchasers in the Pool Receivables and related items (including the other Pool Assets) have been taken and completed; and (ii) shall provide the Administrator with at least 30 days’ prior written notice of any change in the Seller’s name, organizational structure or jurisdiction of organization and prior to the effectiveness of any such change the Seller shall take all such actions reasonably requested by the Administrator to protect and perfect the interest of the Purchaser Groups in the Pool Receivables and related items (including the other Pool Assets); each notice to the Administrator pursuant to this sentence shall set forth the applicable change and the effective date thereof. The Seller shall maintain and implement (or cause the Servicer to maintain and implement) administrative and operating procedures (including an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain (or cause the Servicer to keep and maintain) all documents, books, records, computer tapes and disks and other information necessary for the collection of all Pool Receivables (including records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Offices, Records and Books of Account The Seller will keep its principal place of business and chief executive office and the office where it keeps its records concerning the Pool Receivables (and all original documents relating thereto) at the address of the Seller set forth in Section 7.02 of the Agreement or, upon 30 days’ prior written notice to the Administrative Agent, at any other locations in jurisdictions where all actions reasonably requested by the Administrative Agent to protect and perfect the interest in the Collateral have been taken and completed. The Seller also will maintain and implement administrative and operating procedures (including, without limitation, an ability to recreate records evidencing Pool Receivables and related Contracts in the event of the destruction of the originals thereof), and keep and maintain all documents, books, records and other information reasonably necessary or advisable for the collection of all Pool Receivables (including, without limitation, records adequate to permit the daily identification of each Pool Receivable and all Collections of and adjustments to each existing Pool Receivable).

  • Accounting Books and Records The books and records of the Company shall be kept, and the financial position and the results of its operations recorded, in accordance with GAAP. The books and records shall reflect all Company transactions and shall be appropriate and adequate for the Company’s business. The Company shall maintain at its principal place of business: (i) a current list of the full name and last known address of each Member and Assignee set forth in alphabetical order, together with the Capital Contributions, Capital Account and Units of each Member and Assignee; (ii) the full name and address of each Director; (iii) a copy of the Articles and any and all amendments thereto, together with executed copies of any powers of attorney pursuant to which the Articles or any amendments thereto have been executed; (iv) copies of the Company’s federal, state and local income tax and information returns and reports, if any, for the six (6) most recent taxable years; (v) a copy of this Agreement and any and all amendments hereto, together with executed copies of any powers of attorney pursuant to which this Agreement or any amendments hereto have been executed; and (vi) copies of the financial statements of the Company, if any, for the six (6) most recent Fiscal Years. The Company shall use the accrual method of accounting in the preparation of its financial reports and for tax purposes and shall keep its books and records accordingly.

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