Financial Statements of the Acquired Business Sample Clauses

Financial Statements of the Acquired Business. The financial statements (including the related notes thereto) of the Acquired Business included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Acquired Business as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein.
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Financial Statements of the Acquired Business. The financial statements (including the related notes thereto) of the Acquired Business included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Acquired Business as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified; such financial statements have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby, except as otherwise disclosed therein, and, in the case of unaudited, interim financial statements, subject to normal year-end audit adjustments and the exclusion of certain footnotes, and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein.
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Financial Statements of the Acquired Business. The Administrative Agent shall have received (a) audited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Business for the three (3) fiscal years ended at least ninety (90) days before the Closing Date (without any qualified audit opinion thereon) (the “Audited Financial Statements of the Acquired Business”) and (b) unaudited consolidated balance sheets and related statements of income, stockholders’ equity and cash flows of the Acquired Business for each completed fiscal quarter since the last day of the last fiscal year covered by the applicable Audited Financial Statements of the Acquired Business and ended at least forty-five (45) days (or, in the case of the fourth quarter of any fiscal year, sixty (60) days) before the Closing Date (the “Unaudited Financial Statements of the Acquired Business”). The Administrative Agent acknowledges receipt of the Audited Financial Statements of the Acquired Business for the three (3) fiscal years ended before the date hereof and (ii) the Unaudited Financial Statements of the Acquired Business through the second fiscal quarter of 2013.
Sample 1Sample 2
Financial Statements of the Acquired Business. To the knowledge of the Company, (i) the financial statements (including the related notes thereto) of the Acquired Business incorporated by reference into the Registration Statement, the Pricing Disclosure Package and the Prospectus (A) comply in all material respects with the applicable requirements of the Securities Act, (B) present fairly in all material respects the financial position of the Acquired Business as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified and (C) have been prepared in conformity with GAAP applied on a consistent basis throughout the periods covered thereby, and (ii) any supporting schedules incorporated by reference into the Registration Statement present fairly in all material respects the information required to be stated therein.
Sample 1Sample 2
Financial Statements of the Acquired Business. The Lenders shall have received (i) to the extent publicly unavailable prior to the date hereof, audited consolidated and unaudited consolidating (other than with respect to statements of Stockholders’ Equity) balance sheets and related statements of income, Stockholders’ Equity and cash flows of the AHI Companies for the three fiscal years ended on or before December 31, 2003, in each case, prepared in accordance with, or reconciled to, GAAP and (ii) to the extent completed and available, unaudited consolidated and consolidating (other than with respect to statements of Stockholders’ Equity) balance sheets and related statements of income, Stockholders’ Equity and cash flows of the AHI Companies for each completed fiscal quarter since the date of such audited financial statements, which unaudited financial statements (x) shall be in form and scope satisfactory to the Agents and (y) shall not be materially inconsistent with the financial statements provided to the Lenders prior to the Closing Date (other than (i) with respect to the inclusion of deferred tax liabilities arising prior to the Closing Date with respect to the AHI Companies and (ii) such additional exceptions as may be reasonably acceptable to the Agents).
Sample 1
Financial Statements of the Acquired Business. The financial statements (including the related notes thereto) of certain acquired businesses (the “Acquired Business”) of Valence Health, Inc., a Delaware corporation, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Acquired Business as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included in the Registration Statement present fairly in all material respects the information required to be stated therein.
Sample 1
Financial Statements of the Acquired Business. To the Company’s knowledge, the audited and unaudited financial statements of the certain schools to be acquired by the Company (the “Acquired Business”) pursuant to the Transaction Agreement dated as of April 24, 2015 (the “Acquisition Agreement”), by and among, inter alia, the Company, Meritas, LLC and Sterling International Schools and the related notes thereto included in the Registration Statement and the General Disclosure Package fairly present in all material respects the financial position of the Acquired Business as of the dates indicated and the results of its operations and the changes in its cash flows for the periods indicated, and such financial statements have been prepared in conformity with Generally Accepted Accounting Principles of the U.S. applied on a consistent basis.
Sample 1
Financial Statements of the Acquired Business. The financial statements (including the related notes thereto) of the Acquired Business included or incorporated by reference in the Time of Sale Information and the Offering Memorandum comply in all material respects with the applicable requirements of the Securities Act and present fairly in all material respects the financial position of the Acquired Business as of the dates indicated and the results of its operations and the changes in its cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States applied on a consistent basis throughout the periods covered thereby, and any supporting schedules included in the Offering Memorandum present fairly in all material respects the information required to be stated therein.
Sample 1
Financial Statements of the Acquired Business. The Borrowers have heretofore furnished to the Administrative Agent and the Lenders (i) audited balance sheets and related statements of income, stockholder’s equity and cash flows of the Acquired Business and its consolidated Subsidiaries for the fiscal years ended December 31, 2009, December 31, 2010 and December 31, 2011, in each case audited by PricewaterhouseCoopers LLP, (ii) unaudited balance sheets and related statements of income, stockholder’s equity and cash flows of the Acquired Business and its consolidated Subsidiaries for each fiscal quarter ended after December 31, 2011 and at least 45 days before the Closing Date, (iii) balance sheets and related statements of income, stockholder’s equity and cash flows of the Acquired Business and its consolidated Subsidiaries for (A) the fiscal year ended December 31, 2011 and (B) the four fiscal quarter period ended March 31, 2012, in each case reconciled to GAAP. Such financial statements present fairly, in all material respects, the financial position and results of operations and cash flows of the Acquired Business and its consolidated Subsidiaries, as of such dates and for such periods, and in the case of clauses (iii) above in accordance with GAAP, subject to normal year-end audit adjustments and the absence of footnotes in the case of the statements referred to in clause (ii) above.
Sample 1

Related to Financial Statements of the Acquired Business

  • Parent Financial Statements (a) The financial statements of Parent consist of: (i) the audited consolidated balance sheet at December 31, 2016 (the “Parent Audited Balance Sheet”) and December 31, 2015, and the related audited consolidated statement of comprehensive income, consolidated statement of cash flows and consolidated statement of shareholders’ equity for the years ended December 31, 2016, December 31, 2015 and December 31, 2014, including the notes thereto, in each case, audited by Ernst & Young LLP (collectively, the “Parent Audited Financial Statements”); and (ii) the unaudited condensed consolidated balance sheet at June 30, 2016 and June 30, 2017, and the related unaudited condensed consolidated statement of comprehensive income and unaudited condensed consolidated statement of cash flows, as reported for the 6 months ended June 30, 2016 and 2017 (collectively, the “Parent Interim Financial Statements” and together with the Parent Audited Financial Statements, the “Parent Financial Statements”). (b) The Parent Financial Statements were prepared from the books and records of Parent in accordance with GAAP, consistently applied, and present fairly, in all material respects, the financial position of Parent and its Subsidiaries as of the dates thereof and the results of its operations and changes in cash flows or other information included therein for the periods or as of the dates then ended, in each case, and subject, where appropriate, to normal year-end audit adjustments, as of the dates thereof and for the periods covered thereby and subject, with respect to the Parent Interim Financial Statements, to the absence of footnotes.

  • Financial Condition; Financial Statements (a) The unaudited historical consolidated financial information of the Borrower as set forth in the Confidential Information Memorandum, and (b) the Historical Financial Statements, in each case present fairly in all material respects the consolidated financial position of the Borrower at the respective dates of said information, statements and results of operations for the respective periods covered thereby. The unaudited pro forma consolidated balance sheet of the Borrower and its Subsidiaries as at June 30, 2007 (including the notes thereto) (the “Pro Forma Balance Sheet”) and the unaudited pro forma consolidated statement of operations of the Borrower and its Subsidiaries for the 12-month period ending on such date (together with the Pro Forma Balance Sheet, the “Pro Forma Financial Statements”), copies of which have heretofore been furnished to the Administrative Agent, have been prepared based on (x) the Historical Financial Statements and (y) the unaudited historical consolidated financial information described in clause (a) of this Section 8.9 and have been prepared in good faith, based on assumptions believed by the Borrower to be reasonable as of the date of delivery thereof, and present fairly in all material respects on a Pro Forma Basis the estimated financial position of the Borrower and its Subsidiaries as at June 30, 2007 and their estimated results of operations for the period covered thereby. The financial statements referred to in clause (b) of this Section 8.9 have been prepared in accordance with GAAP consistently applied except to the extent provided in the notes to said financial statements. After the Original Closing Date, there has been no Material Adverse Effect.

  • Financial Statements of the Company The financial statements and the related notes thereto of the Company and its consolidated subsidiaries included or incorporated by reference in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus comply in all material respects with the applicable requirements of the Securities Act and present fairly the financial position of the Company and its consolidated subsidiaries as of the dates indicated and the results of their operations and the changes in their cash flows for the periods specified; such financial statements have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods covered thereby, except as may be expressly stated in the related notes thereto, and any supporting schedules included or incorporated by reference in the Registration Statement present fairly, in all material respects, the information required to be stated therein; and the other financial information included in each of the Registration Statement, the Pricing Disclosure Package and the Prospectus has been derived from the accounting records of the Company and its consolidated subsidiaries and presents fairly, in all material respects, the information shown thereby; and the pro forma financial statements and the related notes thereto included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been prepared in accordance with the Commission’s guidelines with respect to pro forma financial statements and the assumptions underlying such pro forma financial statements set forth in the Registration Statement, the Pricing Disclosure Package and the Prospectus are reasonable to give effect to the transactions and circumstances referred to therein.

  • Financial Statements; Financial Condition; Undisclosed Liabilities; Projections; etc (a) The audited annual and unaudited interim financial statements (as to the Borrower and as to its Subsidiaries on a combined basis) delivered to the Banks pursuant to Section 5.14(i) or Sections 8.01(b) and (c), as applicable, present fairly in all material respects the financial condition of the relevant Persons at the dates of said statements and the results for the periods covered thereby. All such financial statements have been prepared in accordance with GAAP consistently applied and the financial statements as of and for the fiscal years have been audited by and accompanied by the opinion of Ernst & Young LLP, independent public accountants, or such other independent certified public accountants of recognized national standing reasonably acceptable to the Agents. (b) Since September 30, 2001, after giving effect to the Transactions, nothing has occurred that has had or could reasonably be expected to have a Material Adverse Effect. (c) On and as of the Effective Date, after giving effect to the Indebtedness (including the Loans) being incurred and Liens created by the Borrower in connection therewith (assuming the full utilization of all Commitments on the Effective Date), (a) the sum of the assets, at a going business value (i.e., the amount that may be realized within a reasonable time, considered to be six months to one year, either through collection or sale at the regular market value, conceiving the latter as the amount that would be obtained for such assets within such period by a capable and diligent businessman from an interested buyer who is willing to purchase under ordinary selling conditions), of the Borrower will exceed its debts; (b) the Borrower has not incurred and does not intend to incur, and does not believe that it will incur, debts beyond its ability to pay such debts as such debts mature; and (c) the Borrower will have sufficient capital with which to conduct its business. For purposes of this Section 7.05(c), "debt" means any liability on a claim, and "claim" means (i) right to payment, whether or not such a right is reduced to judgment, liquidated, unliquidated, fixed, contingent, matured, unmatured, disputed, undisputed, legal, equitable, secured, or unsecured or (ii) right to an equitable remedy for breach of performance if such breach gives rise to a payment, whether or not such right to an equitable remedy is reduced to judgment, fixed, contingent, matured, unmatured, disputed, undisputed, secured or unsecured; provided that to the extent any such "claim" is not fixed, liquidated and contingent, the amount thereof shall equal the Borrower's good faith estimate of the maximum amount thereof.

  • Financial Statements; Liabilities (a) The Company has delivered to the Investor the consolidated balance sheets of the Company and Bluegreen as of December 31, 2012 and December 31, 2011 (collectively, the “Financial Statements”). (b) The Financial Statements of the Company, adjusted to reflect the Company’s interest in Bluegreen on a non-consolidated basis (the “Company Financial Statements”), fairly present in all material respects the financial condition and results of operations of the Company (excluding the consolidated financial condition and results of operations of Bluegreen), and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other (other than as specifically noted therein or normally recurring adjustments in the Company Financial Statements as of December 31, 2012). There are no liabilities or obligations of the Company, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability or obligation for taxes and any liability under any guaranty or indemnification arrangement, but in each case excluding any liabilities or obligations of Bluegreen (“Company Liabilities”), other than as reflected in the Company Financial Statements as of December 31, 2012, the obligations of the Company provided for in this Agreement and Company Liabilities incurred after December 31, 2012 in the ordinary course of business consistent with past practice. Notwithstanding anything to the contrary contained in this Agreement, any revision or restatement of the Company Financial Statements which results solely from a revision or restatement of the Financial Statements of Bluegreen shall not be deemed to constitute a breach of this representation and warranty for purposes of the indemnification provisions contained in Section 7. (c) To the Company’s Knowledge, the Financial Statements of Bluegreen fairly present in all material respects the financial condition and results of operations of Bluegreen, and have been prepared in accordance with United States generally accepted accounting principles applied on a consistent basis throughout the periods indicated and with each other (other than as specifically noted therein or normally recurring adjustments in the Financial Statements of Bluegreen as of December 31, 2012). To the Company’s Knowledge, there are no liabilities or obligations of Bluegreen, whether asserted or unasserted, whether absolute or contingent, whether accrued or unaccrued, whether liquidated or unliquidated, and whether due or to become due, including any liability or obligation for taxes and any liability under any guaranty or indemnification arrangement (“Bluegreen Liabilities”), other than as reflected in the Financial Statements of Bluegreen as of December 31, 2012, the obligations of Bluegreen with respect to the Merger and Bluegreen Liabilities incurred after December 31, 2012 in the ordinary course of business consistent with past practice.

  • Financial Statements; Financial Condition All consolidated financial statements for Borrower and any of its Subsidiaries delivered to Bank fairly present in all material respects Borrower’s consolidated financial condition and Borrower’s consolidated results of operations. There has not been any material deterioration in Borrower’s consolidated financial condition since the date of the most recent financial statements submitted to Bank.

  • Unaudited Financial Statements The School shall prepare and submit its unaudited annual financial statements to the Commission by September 15 of the subsequent fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances.

  • Interim Financial Statements The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of March 31, 2010 and the related unaudited consolidated statements of income and cash flows for the three months then ended fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such three-month period (subject to normal year-end audit adjustments).

  • Financial Statements The Operational Sellers and the Company have delivered to the Buyer true, correct and complete copies of their respective financial statements, including the notes thereto, for the twelve (12) month period ended December 31, 2000 audited by PriceWaterhouseCoopers, and for the three (3) month period ended March 31, 2001 internally prepared by the Operational Sellers (collectively, with the Current Balance Sheet (as defined below) the "Financial Statements"), copies of which are attached as Schedule 4.33. The balance sheet of each of the Operational Sellers and the Company dated as of March 31, 2001 (the "Current Balance Sheet Date"), included in the Financial Statements is referred to herein as the "Current Balance Sheet." The Financial Statements of each Operational Seller and the Company fairly present the financial position of such Operational Seller at the balance sheet date and the results of operations for the periods covered thereby, and have been prepared in accordance with GAAP consistently applied throughout the periods indicated, except, in the case of interim financial statements, for normal year-end audit adjustments and the absence of footnotes. The books and records of each Operational Seller and the Company fully and fairly reflect all transactions, properties, assets and liabilities of such Operational Seller and the Company. There are no extraordinary or material non-recurring items of income or expense during the periods covered by the Financial Statements and the balance sheets included in the Financial Statements do not reflect any writeup or revaluation increasing the book value of any assets, except as specifically disclosed in the notes thereto. The Financial Statements reflect all adjustments necessary for a fair presentation of the financial information contained therein.

  • Financial Statements; Undisclosed Liabilities (i) Schedule 4(j) sets forth (A) the unaudited consolidated balance sheet of the Company as of September 30, 1999 (the "Company Balance Sheet"), and the unaudited consolidated statement of income of the Company for the 9 month period ended September 30, 1999, and (B) the audited consolidated balance sheets of the Company as of December 31, 1997 and 1998, and the audited consolidated statements of income of the Company for the period August 25 to December 31, 1997 and for the year ended December 31, 1998, together with the notes to such financial statements (the financial statements described in clauses (A) and (B) above, together with any notes to such financial statements, are collectively referred to herein as the "Company Financial Statements"). The Company Financial Statements are in all material respects in accordance with the books and records of the Company and its consolidated Subsidiaries and have been prepared in conformity with generally accepted accounting principles consistently applied throughout the periods indicated (except in each case as described in the notes thereto) and on that basis fairly present in all material respects (subject, in the case of the unaudited statements referred to in (A) above, to normal, recurring year-end adjustments) the financial condition and results of operations of the Company and its consolidated Subsidiaries as of the respective dates thereof and for the respective periods indicated. (ii) The Company and its consolidated Subsidiaries do not have any liabilities or obligations of any nature (whether accrued, absolute, contingent, threatened or otherwise), except (A) as disclosed, reflected or reserved against in the Company Balance Sheet, (B) items set forth in Schedule 4(j), (C) liabilities and obligations incurred in the ordinary course of business consistent with past practice since the date of the Company Balance Sheet that would not, individually or in the aggregate, result in a Company Material Adverse Effect and (D) Taxes (as defined in Section 4(A)(l)) with respect to the period after the date of the Company Balance Sheet. Without limiting the generality of the foregoing, the Company has no contingent obligations in excess of $60,000 with respect to any assets purchased by the Company pursuant to the agreement between the Company and DeKalb Office Environments with respect to purchases of Steelcase furniture. (iii) Except as set forth in Schedule 4(j), the amount of all accounts receivable, including unbilled invoices which are reflected as accounts receivable on the Company Financial Statements, due, or recorded in the Company Balance Sheet as being due to the Company and its Subsidiaries (less the amount of any provision or reserve therefor made in the Company Balance Sheet), are fully collectible in the normal course of business.