Financial Statement Matters. Undisclosed Liabilities. Wasatch Pharmaceutical, Inc. heretofore has delivered to Xxxxxxxxx-Xxxxxx Associates, Inc., via FED-EX, a copy of its June 30, 1996 financials.
Financial Statement Matters. As promptly as practicable following each calendar month prior to the Closing Date, the Companies shall use commercially reasonable efforts to make available to the Buyers periodic financial reports in the form that they customarily prepare for their internal purposes concerning the Company Entities and, if available, unaudited statements of the financial position of the Company Entities as of the last day of each calendar month and statements of income and changes in financial position of such entity for the period then ended. The Companies covenant that such interim statements (a) will present fairly the financial condition of the Company Entities and the related results of its operations for the respective periods then ended, and (b) will be prepared on a basis consistent with prior interim periods.
Financial Statement Matters. Company shall have provided --------------------------- Expedia with the Final Pro Forma Closing Balance Sheet (as defined in Section 2.1.6) which shall have been prepared in good faith, in a form reasonably satisfactory to Expedia and shall not reflect a material adverse change in Company from the Pro Forma Balance Sheet attached as Schedule 2.1.
Financial Statement Matters. Each Seller shall, and shall cause the Company Group and their respective Representatives to, exercise commercially reasonable efforts to (i) prepare and deliver at Buyer’s sole expense, (a) revised Audited Financial Statements, including the notes and schedules thereto, accompanied by a new report of the applicable independent auditors and (b) revised Interim Financial Statements, including the notes and schedules thereto, reviewed by the applicable independent auditors under the review standards for interim financial statements as set forth in the guidelines of the American Institute of Certified Public Accountants, in each case, to reflect accounting policies applicable to public companies and compliant with the rules and regulations of the SEC, including the requirements of Regulation S-X (collectively, the “Modified Financial Statements”); and (ii) cause such auditors to finalize such Modified Financial Statements within fifteen (15) days of the Closing Date. In addition, each Seller shall, and shall cause the Company Group and their respective Representatives to, use commercially reasonable efforts to provide, and shall use commercially reasonable efforts to direct their respective accountants to provide, in each case at Buyer’s sole expense, (x) an opportunity for Buyer to hold, at its option, one or more update calls between representatives of Buyer, Sellers and/or their respective Representatives and such auditors, to discuss, and provide Buyer with an update on, the Modified Financial Statements, and (y) all additional cooperation reasonably requested by Buyer that is necessary for Parent to prepare and file any historical or pro forma financial statements or other information required by the SEC (including, for the avoidance of doubt, those required to be included in the Current Report on Form 8-K to be filed in connection with the Closing and those required to be included in any registration statement or proxy statement) or customary for an offering of securities.
Financial Statement Matters. Following the execution and delivery of this Agreement, Seller shall (a) reasonably cooperate with Buyer to facilitate audits of the combined financial statements of the Companies consisting of the combined balance sheets of the Companies as of December 31, 2012 and 2011 and related combined statements of income and cash flows for the years then ended; and (b) prepare unaudited financial statements of the Companies (without footnotes) consisting of the combined balance sheets of the Companies as of September 30, 2013 and 2012 and related combined statements of income and cash flows for the nine month periods then ended. The audit of the financial statements contemplated in clause (a) of the immediately preceding sentence shall be performed pursuant to an engagement letter among Buyer, Seller and an auditor reasonably acceptable to Buyer and Seller. The costs and expenses incurred by the auditor and by Seller in connection with the preparation of the financial statements contemplated in this Section 6.8 shall (i) in the case of the auditor’s costs and expenses, be paid or reimbursed by, and shall be the sole responsibility of, Buyer in accordance with the terms of the engagement letter and (ii) in the case of Seller’s costs and expenses, shall be paid by Buyer promptly following receipt of one or more invoices from Seller detailing the same, it being agreed that all time expended by Seller personnel in connection with the preparation of the financial statements contemplated in this Section 6.8 shall be billed and paid at the rate of $125 per person per hour, up to $30,000 in aggregate. The financial statements contemplated in this Section 6.8 shall be prepared in accordance with GAAP.
Financial Statement Matters. In the event that (i) Lessee fails to deliver to the Agent and the Financing Parties restatements of its financial statements for the fiscal years ended January 31, 2011 and January 31, 2012 or its audited financial statements for the fiscal year ended January 31, 2013 in the form required pursuant to Section 7.01(a) of the Tech Data Credit Agreement on or before October 31, 2013 or (ii) if the financial statements described in the foregoing clause (i) indicate a reduction in Lessee’s aggregate consolidated net income for the fiscal years ended January 31, 2011, January 30, 2012 and January 31, 2013 (which aggregate net income is equal to $635,229,000) in an amount greater than $100,000,000, then Lessor may notify Lessee that it is terminating this Lease, in which case Lessee shall purchase all of the Properties for the aggregate Purchase Option Prices of all of such Properties (together with the Construction Purchase Price for the Expansion Property, if such event constitutes a Full Recourse Event; if such event does not constitute a Full Recourse Event and Lessee does not, at its option, purchase the Expansion Property for the Construction Purchase Price, then Lessee shall pay the Construction Failure Payment on the date specified in Lessor’s notice and may exercise the Construction Default Remarketing Option, as defined in the Construction Agency Agreement, with respect to the Expansion Property) on the date specified in Lessor’s notice (which date shall be a Business Day occurring not earlier than fifteen (15) days after the date of such notice) and upon receipt of such payment Lessor shall transfer to Lessee (or a third party designated by the Lessee) all Lessor’s right, title and interest in and to the Properties (other than the Expansion Property unless Lessee has paid the Construction Purchase Price therefor) in accordance with Section 19.1.
Financial Statement Matters. Seller agrees that it shall bear any and all fees and expenses of Seller's independent accountants incurred in connection with the preparation of audited financial statements pursuant to Section 6.15 hereof.
Financial Statement Matters. The December 2005 and June 2006 liabilities associated with Addus HealthCare, Inc’s pre-2006 workers compensation claims (Pre-2006 Workers Compensation Claims) were estimated based on the insurance companies loss reports and other information available at the time these financial statements were prepared. The actual liabilities associated with these Pre-2006 Workers Compensation Claims were greater than those reported in Addus HealthCare, Inc.’s consolidated financial statements.
Financial Statement Matters. (a) The Company has made available to SPAC (i) true, correct and complete copies of the unaudited financial statements, consisting of the consolidated balance sheet and statements of net loss, comprehensive loss, and cash flows of the Company as of and for the years ended March 31, 2024 and March 31, 2023 (the “Unaudited Annual Company Financial Statements”) and (ii) unaudited consolidated financial statements of the Company for the five months ended August 31, 2024 (the “Unaudited Interim Company Financial Statements” and collectively with the Unaudited Annual Financial Statements, the “Company Unaudited Financial Statements”). The Company Unaudited Financial Statements (i) fairly present in all material respects the consolidated financial position of the Company as of the respective dates thereof and its consolidated results of operations changes in shareholders’ equity and cash flows for the respective periods then ended, (ii) have been prepared in conformity with GAAP applied on a consistent basis during the periods involved, except as may be indicated in the notes thereto and subject to the absence of footnotes and normal year-end adjustments (none of which would be material, individually or in the aggregate), and (iii) were prepared from, and are in accordance with, in all material respects, the books and records of the Target Companies.
(b) The Company has not identified, and has not received from any independent auditor of the Company any written notification of, (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other employees who have a significant role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any written claim or allegation regarding any of the foregoing.
(c) There are no outstanding loans or other extensions of credit made by the Target Companies to any executive officer (as defined in Rule 3b-7 under the Exchange Act) or director of the Target Companies.
(d) As of the date hereof, the Target Companies do not have any Indebtedness of the type referred to in clauses (a)-(e) of the definition thereof.
(e) Except for those that will be reflected or reserved on or provided for in the balance sheets of the Company contained in the Company Financial Statements, no Target Company has any Liabilities of a nature required to be di...
Financial Statement Matters
