Common use of Financial Statements and Related Information Clause in Contracts

Financial Statements and Related Information. (a) Beginning with the fiscal quarter ending on March 31, 2009, Verizon will deliver to the Company, (i) with respect to each fiscal quarter other than the last fiscal quarter of a fiscal year, promptly upon their being prepared (and in any event no later than 40 days after the end of such fiscal quarter), unaudited combined Statements of Selected Assets, Selected Liabilities and Parent Funding of the local exchange businesses and related landline activities of Verizon in the Territory (including Internet access and certain long distance services provided to customers in those states), together with the related unaudited combined statements of income, cash flows and parent funding for the portion of the fiscal year then ended and (ii) with respect to the last fiscal quarter of a fiscal year, promptly upon their being prepared (and in any event no later than 75 days after the end of such fiscal quarter), audited combined Statements of Selected Assets, Selected Liabilities and Parent Funding of the local exchange businesses and related landline activities of Verizon in the Territory (including Internet access and certain long distance services provided to customers in those states), together with the related audited combined statements of income, cash flows and parent funding for such fiscal year. Such statements shall be prepared from the books and records of Verizon and the Contributing Companies (to the extent relating to the Spinco Business) in accordance with GAAP applied on a consistent basis throughout the periods involved using the same accounting principles, practices, methodologies and policies used in preparing the Spinco Financial Statements (except as may otherwise be required under GAAP), shall satisfy the requirements of Regulation S-X under the Exchange Act and present fairly, in all material respects, the financial position and operating results and changes in cash flows and changes in parent funding of the Spinco Business as of the dates and for the periods indicated therein.

Appears in 2 contracts

Samples: Merger Agreement (Verizon Communications Inc), Merger Agreement (Frontier Communications Corp)

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Financial Statements and Related Information. (a) Beginning with the fiscal quarter ending on March 31, 2009, Verizon will deliver to the CompanyCompany at Verizon’s expense, (i) with respect to each fiscal quarter other than the last fiscal quarter of a fiscal yearas soon as practicable, promptly upon their being prepared (and in any event no later than 40 90 days after the end of such the 2006 fiscal quarter)year, unaudited combined audited Statements of Selected Assets, Selected Liabilities and Parent Funding of the local exchange businesses and related landline activities of Verizon in the Territory states of Maine, New Hampshire and Vermont (including Internet access and certain access, long distance and customer premises equipment services provided to customers in those states) for such fiscal year (collectively, such combined financial statements, together with the notes thereto, the “2006 Financial Statements”), which will comply with the reporting requirements of the SEC under Regulation S-X promulgated under the Exchange Act (either initially or as amended in response to any SEC comment), together with an unqualified opinion of Verizon’s independent accounting firm, Ernst & Young LLP, it being agreed that the related unaudited combined statements cost of incomesuch audit shall be borne by Verizon. The 2006 Financial Statements will be prepared in accordance with GAAP and Regulation S-X promulgated under the Exchange Act applied on a consistent basis throughout the period involved using the same accounting principles, cash flows practices, methodologies and parent funding policies used in preparing the Audited Financial Statements (except as may otherwise be required by GAAP or as may be expressly disclosed therein) and present fairly, in all material respects, the financial position and operating results of the Spinco Business as of the dates and for the portion of periods indicated therein. (b) Beginning with the fiscal year then ended and (ii) with respect calendar quarter ending on March 31, 2007, Verizon will deliver to the last fiscal quarter of a fiscal yearCompany, promptly upon their being prepared (and in any event no later than 75 60 days after the end of such fiscal each calendar quarter), audited combined unaudited Statements of Selected Assets, Selected Liabilities and Parent Funding of the local exchange businesses and related landline activities of Verizon in the Territory states of Maine, New Hampshire and Vermont (including Internet access and certain access, long distance and customer premises equipment services provided to customers in those states) (the “Quarterly Financial Statements”), together with the related audited combined . Such balance sheet and statements of income, income and cash flows and parent funding for such fiscal year. Such statements shall be prepared from the books and records of Verizon and the Contributing Companies (to the extent relating to the Spinco Business) in accordance with GAAP applied on a consistent basis throughout the periods involved using the same accounting principles, practices, methodologies and policies used in preparing the Spinco Financial Statements (except as may otherwise be required under GAAP), shall satisfy the requirements of Regulation S-X under the Exchange Act ) and present fairly, in all material respects, the financial position and operating results and changes in cash flows and changes in parent funding of the Spinco Business as of the dates and for the periods indicated therein. (c) On or prior to such date as the Quarterly Financial Statements are required to be delivered by Verizon to the Company, Verizon shall deliver to the Company, in writing, a calculation of Spinco Adjusted EBITDA as of the end of such quarter, together with a certificate of an authorized representative of Verizon stating that such calculation is an accurate calculation made in accordance with the definition of “Spinco Adjusted EBITDA” provided herein. (d) No later than three Business Days following the filing of any quarterly report on Form 10-Q in respect of a fiscal quarter, the Company shall deliver to Verizon, in writing, a calculation of Company Adjusted EBITDA as of the end of such quarter, together with a certificate of an authorized representative of the Company stating that such calculation is an accurate calculation made in accordance with the definition of “Company Adjusted EBITDA” provided herein.

Appears in 1 contract

Samples: Merger Agreement (Fairpoint Communications Inc)

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Financial Statements and Related Information. (a) Beginning with the fiscal quarter ending on March 31, 2009, Verizon will deliver to the CompanyCompany at Verizon’s expense, (i) with respect to each fiscal quarter other than the last fiscal quarter of a fiscal yearas soon as practicable, promptly upon their being prepared (and in any event no later than 40 90 days after the end of such the 2006 fiscal quarter)year, unaudited combined audited Statements of Selected Assets, Selected Liabilities and Parent Funding of the local exchange businesses and related landline activities of Verizon in the Territory states of Maine, New Hampshire and Vermont (including Internet access and certain access, long distance and customer premises equipment services provided to customers in those states) for such fiscal year (collectively, such combined financial statements, together with the notes thereto, the “2006 Financial Statements”), which will comply with the reporting requirements of the SEC under Regulation S-X promulgated under the Exchange Act (either initially or as amended in response to any SEC comment), together with an unqualified opinion of Verizon’s independent accounting firm, Ernst & Young LLP, it being agreed that the related unaudited combined statements cost of incomesuch audit shall be borne by Verizon. The 2006 Financial Statements will be prepared in accordance with GAAP and Regulation S-X promulgated under the Exchange Act applied on a consistent basis throughout the period involved using the same accounting principles, cash flows practices, methodologies and parent funding policies used in preparing the Audited Financial Statements (except as may otherwise be required by GAAP or as may be expressly disclosed therein) and present fairly, in all material respects, the financial position and operating results of the Spinco Business as of the dates and for the portion of periods indicated therein.‌ (b) Beginning with the fiscal year then ended and (ii) with respect calendar quarter ending on March 31, 2007, Verizon will deliver to the last fiscal quarter of a fiscal yearCompany, promptly upon their being prepared (and in any event no later than 75 60 days after the end of such fiscal each calendar quarter), audited combined unaudited Statements of Selected Assets, Selected Liabilities and Parent Funding of the local exchange businesses and related landline activities of Verizon in the Territory states of Maine, New Hampshire and Vermont (including Internet access and certain access, long distance and customer premises equipment services provided to customers in those states) (the “Quarterly Financial Statements”), together with the related audited combined . Such balance sheet and statements of income, income and cash flows and parent funding for such fiscal year. Such statements shall be prepared from the books and records of Verizon and the Contributing Companies (to the extent relating to the Spinco Business) in accordance with GAAP applied on a consistent basis throughout the periods involved using the same accounting principles, practices, methodologies and policies used in preparing the Spinco Financial Statements (except as may otherwise be required under GAAP), shall satisfy the requirements of Regulation S-X under the Exchange Act ) and present fairly, in all material respects, the financial position and operating results and changes in cash flows and changes in parent funding of the Spinco Business as of the dates and for the periods indicated thereintherein.‌ (c) On or prior to such date as the Quarterly Financial Statements are required to be delivered by Verizon to the Company, Verizon shall deliver to the Company, in writing, a calculation of Spinco Adjusted EBITDA as of the end of such quarter, together with a certificate of an authorized representative of Verizon stating that such calculation is an accurate calculation made in accordance with the definition of “Spinco Adjusted EBITDA” provided herein. (d) No later than three Business Days following the filing of any quarterly report on Form 10-Q in respect of a fiscal quarter, the Company shall deliver to Verizon, in writing, a calculation of Company Adjusted EBITDA as of the end of such quarter, together with a certificate of an authorized representative of the Company stating that such calculation is an accurate calculation made in accordance with the definition of “Company Adjusted EBITDA” provided herein.‌

Appears in 1 contract

Samples: Merger Agreement

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