Latest Accounts Sample Clauses
The 'Latest Accounts' clause requires a party, typically a company, to provide the most recent set of financial statements or accounts to another party, such as a lender or investor. In practice, this means the company must deliver its latest audited or unaudited balance sheet, profit and loss statement, and any related financial documents within a specified timeframe or upon request. This clause ensures that the receiving party has up-to-date financial information to assess the company's financial health, thereby reducing informational risk and supporting informed decision-making.
Latest Accounts. 2.1.1 The Accounts have been prepared in accordance with the International Financial Reporting Standards, applicable law and in accordance with the accounting principles, standards and practices generally accepted in Liberia; and
2.1.2 The Accounts give a true and fair view of the assets and liabilities and state of affairs of the Company at the Principal Accounting Date and of the profits and losses of the Company for the period concerned consistent with its prior practices.
2.1.3 As at the Principal Accounting Date, the Accounts make provision as adequate for all bad and doubtful debts.
Latest Accounts. The Accounts have been prepared so as to give a true, not misleading and materially accurate view of the assets, liabilities and state of affairs of the Business, including DailyFX site traffic, DailyFX Leads, DailyFX first trades and DailyFX Client Losses, at the Accounts Date and of the profits or losses for the period concerned.
Latest Accounts. The Accounts fairly present in all material respects the financial position of the Elephant Hive-Down Business as at the Accounts Date.
Latest Accounts. To the best of the knowledge of Bidco the Latest Accounts delivered to the Mandated Lead Arrangers prior to the date of this Agreement:
(a) were prepared in accordance with Applicable GAAP consistently applied unless expressly disclosed to the Facility Agent in writing to the contrary; and
(b) give a true and fair view of or, in the case of the management accounts, fairly present the financial position of the Target Group as at the date to which they were prepared and for the period then ended.
Latest Accounts. 2.11.1 The Accounts and the 2005 Accounts have been prepared:
(i) in accordance with applicable law and in accordance with US GAAP applied on a consistent basis throughout the periods presented; and
(ii) subject to paragraph 2.11.1(i), on a basis consistent with that adopted in preparing the audited accounts of the Company for the previous two financial years.
2.11.2 The Accounts and the 2005 Accounts each present fairly, in all material respects, the financial position of the Group as at the Accounts Date and 31 December 2005 (as the case may be) and the results of their operations and their cash flows for the years then ended in conformity with US GAAP.
(i) The public accountants whose report is attached to the Accounts are independent within the meaning of both the Auditing Practices Board guidance and the Independent Federation of Accountants (the relevant guidance for Bermuda) and that report has not been withdrawn or modified.
(ii) The public accountants are, as at the date of this Agreement, independent within the meaning of the US Securities Act of 1933.
2.11.4 The estimated 30 June 2007 consolidated balance sheet of the Group Companies, a true and accurate copy of which is contained as Document 4.11.1 in the Data Room Index, was prepared (i) on a basis consistent with the Accounts and (ii) in good faith and based on assumptions which, on the date such balance sheet was prepared, were believed by the Warrantors to be reasonable and to fairly present in all material respects the consolidated estimated financial position of all entities and persons required by US GAAP to be included therein.
2.11.5 The 2008 quarterly financial projection materials, a true and accurate copy of which is contained as Document 4.11.2 in the Data Room Index were prepared (i) on a basis consistent with the Accounts and (ii) in good faith and based on assumptions which on the date such projection materials were prepared were believed by the Warrantors to be reasonable and to fairly present in all material respects the data they purported to present.
2.11.6 The forecasted financial and operating data contained in the Information Memorandum have each been prepared in good faith based upon assumptions that, as at the date of preparation of the Information Memorandum, were believed by the Warrantors to be reasonable and to fairly present the data it purported to present.
Latest Accounts. 2.1.1 The Accounts:
(i) have been prepared in accordance with the accounting principles that are consistent with the unaudited aggregated accounts of the Group Companies (other than TCJ) and the Group Businesses as at the date of and for the previous two financial years; and
(ii) fairly present in all material respects the state of affairs of the Group (excluding TCJ) as at the Accounts Date for the financial year ended on that date.
2.1.2 The Individual Accounts have been prepared:
(i) in accordance with applicable law and with the accounting principles, standards and practices generally accepted at the Accounts Date in the relevant jurisdiction; and
(ii) subject to 2.1.2(i), on a basis consistent with that adopted in preparing the accounts of the company concerned for the previous two financial years, so as to present fairly, in all material respects, the financial position of the Company concerned at the Accounts Date and the results of its operations for the year then ended.
Latest Accounts. The Accounts have been prepared in accordance with the law and on a basis consistent with that adopted in preparing the Accounts for the previous two financial periods/period commencing 1 January 2005 to 31 December 2006 and in accordance with accounting principles, standards and practices generally accepted at the date of this Agreement in the United Kingdom so as to give a true and fair view of the state of affairs of the Company at the Balance Sheet Date and of the profits or losses for the period concerned and as at that date make:
(a) appropriate provision for all actual liabilities;
(b) proper provision (or note in accordance with good accountancy practice) for all contingent liabilities; and
(c) provision reasonably regarded as adequate for all bad and doubtful debts.
Latest Accounts. The Audited Accounts and the Management Accounts have been prepared in accordance with the provisions of the Companies Act and the Financial Reporting Standard on a basis consistent with that adopted in preparing such accounts for the previous two financial periods at the date of this Agreement in Singapore (except as otherwise disclosed in the Audited Accounts) so as to give a true and fair view of the state of affairs of the Company as a whole at the Balance Sheet Date (and the relevant date of the Management Accounts), and of the profits or losses for the respective period concerned, and as at that date make:
(a) full provision for material actual liabilities and other material unrecorded existing liabilities;
(b) proper provision (or note in accordance with good accountancy practice) for all material contingent liabilities;
(c) provision reasonably regarded as adequate for all material bad and doubtful debts;
(d) due provision for depreciation and amortisation and for any obsolescence of assets; and
(e) provision reasonably regarded as adequate for excess, damaged and slow-moving stock.
Latest Accounts. (i) The Latest Yell Management Accounts and the Latest Yell Audited Accounts:
(A) were prepared in accordance with Applicable GAAP consistently applied;
(B) give a true and fair view of or, in the case of the Latest Yell Management Accounts, reasonably represent the financial position of the Yell Business as at the date to which they were prepared and for the period then ended; and
(C) take account of all material liabilities (contingent or otherwise) of the Yell Business at that date.
(ii) The Latest ▇▇▇▇▇▇ Management Accounts and the Latest ▇▇▇▇▇▇ Audited Accounts:
(A) were prepared in accordance with accounting principles, standards and practices generally accepted from time to time in the United States consistently applied;
(B) give a true and fair view of or, in the case of the Latest ▇▇▇▇▇▇ Management Accounts, reasonably represent the financial position of ▇▇▇▇▇▇ as at the date to which they were prepared and for the period then ended; and
(C) take account of all material liabilities (contingent or otherwise) of ▇▇▇▇▇▇ at that date.
(iii) The Latest Tranche C3 Group Management Accounts and the Latest Tranche C3 Group Audited Accounts:
(A) were prepared in accordance with Applicable GAAP consistently applied;
(B) give a true and fair view of or, in the case of the Latest Tranche C3 Group Management Accounts, reasonably represent the financial position of the Yell Business as at the date to which they were prepared and for the period then ended; and
(C) take account of all material liabilities (contingent or otherwise) of the Yell Business at that date.
Latest Accounts. 2.1.1 Save as disclosed in the Disclosure Letter, the Audited Accounts have been prepared in accordance with applicable law and in accordance with the Accounting Policies and give a true and fair view of the assets, liabilities and state of affairs of the Vendor Group as a whole as at the Accounts Date and of the profits or losses for the period concerned and as at the Accounts Date make:
(a) full provision for all actual liabilities;
(b) proper provision (or note in accordance with good accountancy practice) for all contingent liabilities; and
(c) provision reasonably regarded as adequate for all bad and doubtful debts.
2.1.2 Save as disclosed in the Disclosure Letter, the bases and policies of accounting of the Vendor Group (including depreciation) adopted for the purpose of preparing the Audited Accounts are the same as those adopted for the purpose of preparing the audited accounts of the Vendor Group for the preceding financial year.