Financial Statements of the Business Sample Clauses

Financial Statements of the Business. (a) On or before the date hereof, Seller shall have provided to Buyer and its accounting advisors such financial information related to the Purchased Business as Buyer has requested to enable it to determine whether Buyer is or would be required to include separate financial statements of the Purchased Business for any periods prior to Closing in the reports filed by Buyer with the SEC under the Exchange Act, or in a registration statement filed by Buyer with the SEC under the Securities Act, pursuant to Rule 3-05 of Regulation S-X. The information so provided has included or will include an internally prepared unaudited statement of revenues and direct operating expenses and a statement of acquired assets and liabilities as of and for the year ended December 31, 2006 and the nine months ended September 30, 2007 (the “Financial Information”). The Financial Information has been or will be certified by an officer of Seller that (i) the financial data reflected therein was derived from the books and records of Seller, (ii) the revenues of the Purchased Business reflected therein are presented on a basis consistent with GAAP and Seller’s standard accounting policies and procedures, and (iii) the costs reflected therein constitute the costs of Seller directly involved in and specifically identifiable to the revenue producing activity of the Purchased Business, as determined in the reasonable judgment of Seller and, as applicable, based on the allocation methodologies referenced in the notes to the Financial Information. (b) Following delivery of the Financial Information to Buyer, Seller will provide to Buyer reasonable access to the records used by Seller, and Seller’s independent registered public accounting firm, will be available to address any questions of Buyer and Buyer’s accounting advisors pertaining to the Financial Information and the basis of preparation thereof. (c) If Buyer, after consultation with its counsel, determines in good faith that Buyer is required to file the financial statements identified in this clause (c) with the SEC, Buyer shall promptly file with the SEC a request for the SEC’s concurrence with filing certain abbreviated financial statements (such financial statements to include audited statement of revenues and direct operating and an audited statement of acquired assets and liabilities) in lieu of the full financial statements otherwise required by Rule 3-05 of Regulation S-X. Such abbreviated financial statements and such othe...
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Financial Statements of the Business. (a) The financial models and allocated profit and loss statement of the Company relating to the conduct of the Business, at and for the periods ended December 31, 2005 and 2006 and the financial models and allocated profit and loss statement of the Company relating to the conduct of the Business, for the nine months ended September 30, 2007 (collectively, the “Business Financials”) are set forth on Section 2.3(a) to the Disclosure Schedule, which models and allocated profit and loss statement were derived from accounting records that were used in the preparation or the Company’s financial statements for the periods to which they relate, which statements were prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other and which statements have been provided to the Acquirer. The Business Financials present fairly and accurately, in all material respects, the financial condition and operating results of the Company and its Subsidiaries with respect to the conduct of the Business as of the dates and during the periods indicated therein. (b) As of September 30, 2007 and as of the Closing Date, except as set forth on Section 2.3(b) to the Disclosure Schedule, the Assumed Liabilities will not include any liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise other than (ii) accounts payable or accrued paid time off that have been incurred by the Company since September 30, 2007 in the ordinary course of business and consistent with the Company’s or such Subsidiaries’ past practices; (ii) liabilities under the Contracts identified in Section 2.10 of the Disclosure Schedule, to the extent the nature and magnitude of such liabilities can be reasonably ascertained by reference to the text of such Contracts; and (iii) liabilities disclosed on Section 2.5 of the Disclosure Schedule. (c) Since December 31, 2006, the Company has not received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of Company or its internal accounting controls relating to the preparation of the Business Financials.
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Financial Statements of the Business. On August 13, 2007 the Buyer received from the Corporation audited financial statements for the Corporation for the period beginning January 1, 2005 through December 31, 2006, as well as reviewed financial statements for the period beginning January 1, 2007 and ending May 31, 2007. Further, at least seven (7) days prior to Closing the Seller shall deliver to the Buyer reviewed financial statements for each calendar quarter which has passed within 30 days prior to the Closing Date."
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Financial Statements of the Business. Section 8.1(h) titled "Financial Statements of the Business" shall be deleted in its entirety and replaced with the following:
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Financial Statements of the Business. The unaudited profit and loss statements of the Company relating to the conduct of the Business, for the 12 month period ended December 31, 2007 ((the "Business Financials") present fairly and accurately, in all material respects, the operating results of the Company and its Subsidiaries with respect to the conduct of the Business as of the date and during the periods indicated therein.
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Financial Statements of the Business. Seller has previously delivered to Buyer: (i) the unaudited balance sheets of the Seller as at December 1996, 1997 and 1998 , and (ii) the unaudited statements of operations of the Seller for the years then ended (collectively, the "Financial Statements"). The Financial Statements fairly present the financial position of the Business as at the dates thereof and its results of operations for the periods indicated.
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Financial Statements of the Business. Seller has delivered to Purchaser the audited financial statements of the Business for fiscal years 1999 and 2000 (the "Financial Statements"). The balance sheet of the for fiscal year 2000 included in the Financial Statements is hereafter referred to as the "Balance Sheet." The Financial Statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis and in accordance with past practice and fairly present in all material respect the financial position of the Business as of the dates thereof and the results of its operations and cash flows for the periods then ended. Seller has also delivered to Purchaser the unaudited interim financial statements of the Business, consisting of a balance sheet as of April 30, 2000, and an income statement and statement of cash flows for the three - month period then ended (the "Interim Financial Statements"). The balance sheet of the Business as of April 30, 2000 included in the Interim Financial Statements is hereafter referred to as the "Interim Balance Sheet." The Interim Financial Statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis and in accordance with past practice (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of the Business as of the date thereof and the results of its operations and cash flows for the period then ended subject to normal year-end adjustments.
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Financial Statements of the Business. (a) Attached hereto as Schedule 3.4(a)(i) are (i) an unaudited profit and loss statement for the Business for each of the fiscal years ended December 31, 2003 and 2004 and an unaudited interim profit and loss statement for the Business for the eleven-month period ended November 30, 2005 (collectively, the “Income Statements”), (ii) an unaudited balance sheet of the Business for each of the fiscal years ended December 31, 2003 and 2004 (the “Balance Sheets”) and an unaudited interim balance sheet for the Business for the eleven-month period ended November 30, 2005 (the “Interim Balance Sheet”). Except as set forth on Schedule 3.4(a)(ii), the Income Statements, the Balance Sheets and the Interim Balance Sheet have been prepared from, and are in accordance with, the accounting principles used by Seller in the normal operation of the Business and with the books and records of Seller (which books and records are complete and accurate in all material respects). Except as set forth on Schedule 3.4(a)(iii), each of the Income Statements (1) has been prepared in accordance with generally accepted accounting
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Related to Financial Statements of the Business

  • 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 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.

  • Historical Financial Statements The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments.

  • Audits and Financial Statements A. Audits i. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee will be subject to the sanctions and remedies for non-compliance with this Contract. ii. If Grantee, within Xxxxxxx’s fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. iii. If Grantee, within Xxxxxxx’s fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and UGMS. iv. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS, as applicable, for their program-specific audits. v. Each Grantee that is required to obtain a single audit must competitively re-procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. B. Financial Statements Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide financial statements.

  • 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).

  • 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.

  • Company Financial Statements The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been provided to the Purchasers (i) have been prepared from, and are in accordance with, the books and records of the Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

  • 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.

  • Financial Statements and Projections Except for the Projections, all Financial Statements concerning Borrowers and their respective 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 present fairly 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; 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.

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