Investment Statements Sample Clauses

Investment Statements. IBC understands that neither the Shares nor the Option Shares have been registered under the Securities Act or under any state securities or "blue sky" laws, and, except as provided in the Section 7.1 herein, the Empyrean has no obligation to file a registration statement under the Securities Act in respect of the Shares or the Option Shares and, therefore, the Shares or the Option Shares cannot be offered or sold by IBC in the United States without registration under the Securities Act and the securities laws of all applicable states of the United States, unless an exemption from registration is available or registration is not required. IBC also understands that the Shares and Option Shares are being offered and sold pursuant to an exemption from registration contained in the Securities Act based in part upon IBC's representations contained in the Agreement. IBC hereby represents and warrants to Empyrean as follows:
Sample 1
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Investment Statements. The Purchaser hereby represents and warrants to CPI that (1) the Purchaser will purchase the Shares to be purchased by it hereunder for investment and not with a view to their public sale or distribution, nor with any present intention of selling or distributing any such Shares or beneficial interests in CRC Shares, (2) the Purchaser will purchase such Shares (a) for its own account (including any separate accounts maintained by the Purchaser) or (b) for the account of one or more pension or trust funds of which it either acts as sole trustee (or in any other fiduciary capacity) with sole investment discretion or otherwise has the authority to make the representations contained in this Section 5.1; and that in each case such Shares (and any CRC Shares delivered to the Purchaser upon a termination of the CRC Trust) will be acquired by it or such funds for the purpose of investment and not with a view to, or for sale in connection with, the public distribution thereof, nor with any present intention of publicly distributing the same (other than in accordance with the registration provisions hereof) and (3) the Purchaser has conducted its own due diligence investigation with respect to the business and operations of CPI and CRC. The Purchaser further represents and warrants to CPI (i) that the Purchaser understands that such Shares
Sample 1
Investment Statements. The Purchaser hereby represents and warrants to CPI that (1) the Purchaser will purchase the Shares to be purchased by it hereunder for investment and not with a view to their public sale or distribution, nor with any present intention of selling or distributing any such Shares or beneficial interests in CRC Shares, (2) the Purchaser will purchase such Shares for its own account (including any separate accounts maintained by the Purchaser) and that such Shares (and any CRC Shares delivered to the Purchaser upon a termination of the CRC Trust) will be acquired by it or such funds for the purpose of investment and not with a view to, or for sale in connection with, the public distribution thereof, nor with any present intention of publicly distributing the same other than in accordance with the registration provisions hereof) and (3) Purchaser is familiar with the business and operations of CPI and CRC and has conducted its own due diligence investigation with respect thereto. The Purchaser further represents and warrants to CPI (i) that the Purchaser understands that such Shares (and any CRC Shares delivered to the Purchaser upon a termination of the CRC Trust) have not been registered under the Securities Act by reason of their issuance in a transaction exempt from the registration requirements 15 of the Securities Act pursuant to Section 4(2) thereof, (ii) that such Shares (and any CRC Shares delivered to the Purchaser upon a termination of the CRC Trust) will not be disposed of unless such disposition is either registered under the Securities Act or is exempt from registration under that Act and (iii) that CPI has no obligation to register such Shares (or CRC Shares so delivered to the Purchaser) other than as set forth herein. The Purchaser also understands and agrees that, if any CRC Shares shall be delivered to the Purchaser upon a termination of the CRC Trust, the Purchaser shall be bound by and entitled to the benefits of the provisions of Article FOURTH of CRC's Certificate of Incorporation (a copy of which has been delivered to the Purchaser) restricting transfers of, and providing rights to registrations under the Securities Act of, any such CRC Shares. Each certificate for CRC Shares so delivered will bear the legend prescribed by said Article FOURTH.
Sample 1

Related to Investment Statements

  • Closing Statements Buyer’s Closing Statement, and a certificate confirming the truth of Buyer’s representations and warranties hereunder as of the Closing Date.

  • Settlement Statement A settlement statement setting forth the amounts paid by or on behalf of and/or credited to each of Purchaser and Seller pursuant to this Agreement;

  • Account Statements Securities Intermediary shall send Secured Party and Pledgor written account statements with respect to the Reserve Account not less frequently than monthly. Reports or confirmation of the execution of orders and statements of account shall be conclusive if not objected to in writing within thirty (30) days after delivery.

  • Closing Statement (a) In connection with the prorations required under SECTION 9.1, not later than 5 Business Days prior to the intended Closing Date, the Seller will use commercially reasonable efforts to have prepared a proforma of the accounting for the transaction that reflects the Seller’s good faith estimate of how items subject to proration will be accounted for by crediting or debiting appropriate accounts either pre or post Closing, respectively (the “Draft Closing Statement”). The Draft Closing Statement shall reflect the parties’ good faith estimate of all of the prorations, credits and/or other adjustments to be made at Closing. On the day prior to Closing, the Seller and the Buyer will use commercially reasonable efforts to conduct inventories, examinations and audits of the Asset as may be necessary to verify and/or make revisions to the Draft Closing Statement based on such audits, examinations and inventories, and on the night preceding the Closing immediately after the Cut-Off Time, the Seller and the Buyer will use commercially reasonable efforts to make all final adjustments necessitated by such nights’ operations and prepare a final closing statement of prorations and adjustments required under SECTION 9.1 with such supporting documentation as the parties hereto may reasonably require being attached thereto. The Buyer and the Seller acknowledge and agree that the completion of the Draft Closing Statement pursuant to this SECTION 9.2(a) shall not be a condition precedent to the obligation of the Buyer or the Seller to consummate the transactions pursuant to the terms of this Agreement. (b) If any items to be adjusted pursuant to this ARTICLE IX are not determinable at the Closing, or if any such adjustments made at the Closing prove to be incorrect, the adjustment shall be made subsequent to the Closing or corrected when the charge is finally determined. The Buyer shall deliver to the Seller no later than 60 days following the Closing Date (except with respect to any item which is not reasonably determinable within such time frame, as to which the time frame shall be extended until such item is reasonably determinable) a schedule of prorations setting forth the Buyer’s determination of prorations not determined at the Closing and any adjustments to the prorations made at Closing that it believes are necessary to complete the prorations as set forth in this ARTICLE IX. Any errors or omissions in computing adjustments or readjustments at the Closing or thereafter shall be promptly corrected or made, provided that the party seeking to correct such error or omission or to make such readjustment shall have notified the other party of such error or omission or readjustment on or prior to the date that is 30 days following the receipt from the other party of such other party’s proposed adjustment or readjustment. The party owing the other party any sum pursuant to any adjustment, or readjustment or correction under this ARTICLE IX shall pay such sum to the other party within 15 days after the same has been determined as set forth above.

  • Interim Statements As soon as available, but in no event later than 45 days after the end of each fiscal quarter, Borrower's balance sheet and profit and loss statement for the period ended, prepared by Borrower.

  • Reconciliation Statements if, as a result of any change in accounting principles and policies from those used in the preparation of the audited financial statements referred to in subsection 5.3, the consolidated financial statements of Company and its Subsidiaries delivered pursuant to subdivisions (i), (ii), (iii) or (xiii) of this subsection 6.1 will differ in any material respect from the consolidated financial statements that would have been delivered pursuant to such subdivisions had no such change in accounting principles and policies been made, then (a) together with the first delivery of financial statements pursuant to subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1 following such change, consolidated financial statements of Company and its Subsidiaries for (y) the current Fiscal Year to the effective date of such change and (z) the two full Fiscal Years immediately preceding the Fiscal Year in which such change is made, in each case prepared on a pro forma basis as if such change had been in effect during such periods, and (b) together with each delivery of financial statements pursuant to subdivision (i), (ii), (iii) or (xiii) of this subsection 6.1 following such change, a written statement of the chief accounting officer or chief financial officer of Company setting forth the differences which would have resulted if such financial statements had been prepared without giving effect to such change;

  • Earning Statements The Company will make generally available (which includes filings pursuant to the Exchange Act made publicly through the XXXXX system) to its security holders as soon as practicable, but in any event not later than 16 months after the end of the Company’s current fiscal year, an earnings statement (which need not be audited) covering a 12-month period that shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 of the Rules and Regulations.

  • Final Closing Statement (a) On or before the date that is ninety (90) days following the Closing Date, Buyer or its representatives shall prepare a schedule setting forth its determination of Working Capital, Indebtedness and Seller Transaction Expenses (the “Final Closing Statement”) and shall deliver the Final Closing Statement to the Seller. Working Capital shall be determined disregarding any effects on the assets and liabilities of the Seller of (i) purchase accounting adjustments arising from or resulting as a consequence of the consummation of the transactions contemplated hereby or (ii) any cash, cash equivalents, or stock contributed to Seller by Buyer or any of its Affiliates on the Closing Date. (b) Prior to the date which is thirty (30) days after Buyer’s delivery of the Final Closing Statement (the “Protest Date”), the Seller may deliver written notice to Buyer (the “Protest Notice”) setting forth any objections which the Seller may have to the Final Closing Statement. The Protest Notice shall specify in reasonable detail any contested amounts and the basis therefor and shall include a schedule setting forth the Seller’s determination of Working Capital, Indebtedness and Seller Transaction Expenses. If a Protest Notice is not delivered prior to the Protest Date, the Working Capital, Indebtedness and Seller Transaction Expenses as set forth on the Final Closing Statement shall be final, binding and non-appealable by the Sellers. If a Protest Notice is delivered prior to the Protest Date, any amounts not disputed therein shall be final, binding and non-appealable by the Seller. Upon receipt of the Final Closing Statement, the Seller and its accountants will be given reasonable access upon reasonable notice to the relevant books, records, workpapers and personnel during regular business hours for the purpose of verifying Working Capital, Indebtedness and Seller Transaction Expenses. The parties will thereafter negotiate any objections in the Protest Notice in good faith.

  • Operating Statements In the case of each Mortgage Loan, the related Mortgage or another Mortgage Loan document requires the related Mortgagor, in some cases at the request of the lender, to provide the holder of such Mortgage Loan with at least quarterly operating statements and rent rolls (if there is more than one tenant) for the related Mortgaged Property and annual financial statements of the related Mortgagor, and with such other information as may be required therein.

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Southwest shall provide Xxxxxxx with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide Xxxxxxx with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such financial statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in connection with the transactions contemplated by this Agreement.

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