Financial Statements and Business Plan. All Financial Statements concerning Parent Borrower and its consolidated Subsidiaries that are referred to in clause (a) below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and fairly present, in all material respects, the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.
Financial Statements and Business Plan. Seller has delivered to Buyer (i) the Company's unaudited balance sheet at September 30, 2002 (the "Balance Sheet") (ii) the Company's year-to-date income statement of December 31, 2002 and (iii) the Company's unaudited financial statements for the years ended September 30, 2001 and September 30, 2000 (collectively, the "Financial Statements"). The Financial Statements (attached hereto as Exhibit "B" and incorporated herein by reference) are substantially in accordance with the Company's books and records, complete and accurate in all material respects and to Seller's knowledge prepared in accordance with generally accepted accounting principles and fairly present the financial condition of and operating results of the Company during the period indicated therein.
Financial Statements and Business Plan. Except for the Business Plan, all Financial Statements concerning Visteon and its Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and fairly present, in all material respects, the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.
Financial Statements and Business Plan. (a) The consolidated financial statements of the Company most recently delivered to the Intercreditor Agent (which, at the date of this Agreement, are the Original Financial Statements):
(i) have been prepared in accordance with accounting principles and practices generally accepted in its jurisdiction of incorporation, consistently applied; and
(ii) give a true and fair view of its financial condition (consolidated, if applicable) as at the date to which they were drawn up,
(b) There has been no material adverse change in the consolidated financial condition of the Group since the date of the Original Business Plan.
(c) The projections and forecasts contained in the Business Plan most recently delivered to the Intercreditor Agent were made in good faith and are based on reasonable assumptions and such Business Plan does not as at its date omit any projections or forecasts which would make that Business Plan misleading.
Financial Statements and Business Plan. Each Lender shall have received Option Care's audited financial statements for Fiscal Year 1999, and Option Care's business plan for Fiscal Year 2000, in each case in form and substance satisfactory to the Lenders.
Financial Statements and Business Plan. The Purchaser shall have received all required financial statements of the Company required to be included in the Company’s Current Report on Form 8-K (the “Form 8-K”) to be filed within four business days of Closing and any other business information respecting the Company required pursuant to the Form 8-K requirements.
Financial Statements and Business Plan. (a) The consolidated and unconsolidated financial statements of the Company and each Borrower most recently delivered to the Facility Agent (being, at the date of this Agreement, the Original Financial Statements only):
(i) have been prepared in accordance with accounting principles and practices generally accepted in its jurisdiction of incorporation, consistently applied; and
(ii) give a true and fair view of its financial condition (consolidated, if applicable) as at the date to which they were drawn up,
(b) There has been no material adverse change in the consolidated financial condition of the Group since the date of the Original Business Plan.
(c) The projections and forecasts contained in the Business Plan and liquidity and cashflow forecasts most recently delivered to the Facility Agent were made in good faith and are based on reasonable assumptions and such Business Plan does not as at its date omit any projections or forecasts which would make that Business Plan misleading.
Financial Statements and Business Plan. The Company shall supply to the Agent in sufficient copies for all the Lenders:
(a) its audited consolidated financial statements for each Financial Year, as soon as the same become available, but in any event within 120 days after the end of that Financial Year,
(b) its unaudited consolidated financial statements for each half of each Financial Year, as soon as the same become available, but in any event within 90 days after the end of that half of the Financial Year;
(c) the quarterly consolidated management accounts, within 35 days of the end of the quarter to which they relate;
(d) its Business Plan for the next twelve months within 45 days after the commencement of each Financial Year (including, but not limited to, details of profit and loss, cash flow and balance sheet information), and the Company represents (as at the date of delivery of such Business Plan) that such Business Plan has been prepared by the Company (acting reasonably) on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date such Business Plan was prepared and supplied; and
(e) any business plan agreed with the Senior Lenders (or any Senior Agent) at the same time as such business plan is delivered to such Senior Lenders (or any Senior Agent).
Financial Statements and Business Plan. All Financial Statements concerning Borrower and its Subsidiaries which have been or will hereafter be furnished to Agent pursuant to this Agreement, including those listed below, have been or will be prepared in accordance with GAAP consistently applied (except as disclosed therein) and do or will present fairly in all material respects the financial condition of the entities covered thereby as at the dates thereof and the results of their operations for the periods then ended, subject to, in the case of unaudited Financial Statements, the absence of footnotes and normal year-end adjustments.
(a) The consolidated balance sheets at December 31, 2002 and the related statement of income of Borrower and its Subsidiaries, for the Fiscal Year then ended, audited by Deloitte and Touche LLP.
(b) The unaudited consolidated balance sheet at September 30, 2003 and the related statement of income of Borrower and its Subsidiaries for the nine months then ended. The Business Plan delivered on or prior to the Closing Date and the updated Business Plans delivered pursuant to Section 4.9(f) represent and will represent as of the date thereof the good faith Business Plan of Borrower, it being understood that such Business Plan represents only the best estimate of the Borrower’s officers and that no assurance can be made with respect to actual results.
Financial Statements and Business Plan. (a) Schedule 3.6 contains pro forma balance sheets and pro forma statements of operations and pro forma cash flows for the Seller's software business unit for the three months ended September 30 and December 31, 1996 and for the fiscal year ending June 30, 1996 (the "SBU Financial Statements"). The SBU Financial Statements have been derived from the Sellers' and Acquired Subsidiaries' books and records maintained in the ordinary course of business. Except as set forth in Schedule 3.6, the SBU Financial Statements have been prepared as set forth in Annex 3.6 and fairly present the financial position and results of operations of the Seller's software business unit as at the dates and for the periods shown thereon. The Pro Forma Balance Sheet at the Balance Sheet Date (the "12/31 Pro Forma Balance Sheet") has been derived from the December 31, 1996 balance sheet included within the SBU Financial Statements and reflects those of the Purchased Assets, under the line items the "Accounts Receivable," "Inventories", "Prepaid Expenses" and "Other Assets" (as described in the schedules to the 12/31 Pro Forma Balance Sheet), of a nature required to be shown thereon for the Business. The liabilities shown on the 12/31 Pro Forma Balance Sheet reflect none of the Excluded Liabilities.
