Common use of Parent Financial Statements Clause in Contracts

Parent Financial Statements. Parent has delivered to the Company (a) the audited consolidated balance sheets of the Parent as of September 30, 2006 and 2005, and the related audited statements of operations, changes in holders' equity and cash flows, respectively, for the fiscal years ended September 30, 2006 and 2005 (the "Parent Annual Financial Statements") and (b) the unaudited consolidated balance sheet of Parent as of December 31, 2006, and the related unaudited statement of operations for the three month period ended on such date (the "Parent Interim Financial Statements" and, together with Parent Annual Financial Statements, the "Parent Financials"). The Parent Financials (including the notes to the Parent Annual Financial Statements) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and present fairly in all material respects the financial position and operating results of Parent as of the dates and during the periods indicated therein, subject (1) to adjustments in compensation expense required by the Securities and Exchange Commission in connection with equity compensation, (2) to adjustments resulting from changes in accounting standards and emerging interpretive guidance relating to standards of financial accounting and reporting, and (3) in the case of the Parent Interim Financial Statements, to normal quarter-end and year-end adjustments, and except that the Parent Interim Financial Statements may not contain footnotes. The Parent's audited consolidated balance sheet as of September 30, 2006 is referred to herein as the "Parent Current Balance Sheet."

Appears in 2 contracts

Samples: Merger Agreement (Celsius Holdings, Inc.), Merger Agreement (Celsius Holdings, Inc.)

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Parent Financial Statements. Attached to Section 6.5 of the Parent has delivered to the Company Disclosure Schedule are (a) the audited consolidated balance sheets for Parent and each of its Subsidiaries as of December 31, 2008 and audited consolidated statements of operations for the fiscal years ended December 31, 2008 (such financial statements, including the footnotes contained therein, the “Parent Audited Financial Statements”), and the reports thereon of independent certified public accountants, and (b) an unaudited consolidated balance sheet for Parent and each of its Subsidiaries (to the extent that such Subsidiary’s balance sheets are generally prepared) as of September 30, 2006 2009 and 2005, and the related audited statements of operations, changes in holders' equity and cash flows, respectively, for the fiscal years ended September 30, 2006 and 2005 (the "Parent Annual Financial Statements") and (b) the an unaudited consolidated balance sheet of Parent as of December 31, 2006, and the related unaudited statement of operations for the three nine (9) month period ended on September 30, 2009 (such date (financial statements, including the "footnotes contained therein, are referred to as the “Parent Interim Financial Statements" ,” and, together with the Parent Annual Audited Financial Statements, the "Parent Financials"Financial Statements”). The Parent Financials (including the notes to Each of the Parent Annual Financial Statements) have Statements has been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated therein covered by each such statement, is consistent with the books and present records of Parent and its Subsidiaries, and fairly present, in all material respects respects, the consolidated financial position and operating results condition of Parent and each of its Subsidiaries as of the respective dates and during the results of operations and cash flows of Parent and its each of Subsidiaries for the respective periods indicated thereinthen ended, as applicable, subject (1) to adjustments in compensation expense required by the Securities and Exchange Commission in connection with equity compensationto, (2) to adjustments resulting from changes in accounting standards and emerging interpretive guidance relating to standards of financial accounting and reporting, and (3) in the case of the Parent Interim Financial StatementsStatements (i) the absence of notes and schedules, to and (ii) normal quarter-end and year-end adjustments, and except that the Parent Interim Financial Statements may not contain footnotes. The Parent's audited consolidated balance sheet as of September 30, 2006 is referred to herein as the "Parent Current Balance Sheet."

Appears in 2 contracts

Samples: Acquisition Agreement (EverBank Financial Corp), Acquisition Agreement (EverBank Financial Corp)

Parent Financial Statements. Parent has delivered to the Company (a) the audited consolidated balance sheets of the Parent as of September 30December 31, 2006 2001 and 20052002, and the related audited statements of operations, changes in holders' equity and cash flows, respectively, for the fiscal years ended September 30December 31, 2006 2000, 2001 and 2005 2002 (the "Parent Annual Financial Statements") and (b) the unaudited consolidated balance sheet of Parent as of December 31February 28, 20062003, and the related unaudited statement of operations for the three two month period ended on such date (the "Parent Interim Financial Statements" and, together with Parent Annual Financial Statements, the "Parent Financials"). The Parent Financials (including the notes to the Parent Annual Financial Statements) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and present fairly in all material respects the financial position and operating results of Parent as of the dates and during the periods indicated therein, subject (1) to adjustments in compensation expense required by the Securities and Exchange Commission in connection with equity compensation, (2) to adjustments resulting from changes in accounting standards and emerging interpretive guidance relating to standards of financial accounting and reporting, and (3) in the case of the Parent Interim Financial Statements, to normal quarter-end and year-end adjustments, and except that the Parent Interim Financial Statements may not contain footnotes. The Parent's audited ’s unaudited consolidated balance sheet as of September 30February 28, 2006 2003 is referred to herein as the "Parent Current Balance Sheet."

Appears in 1 contract

Samples: Merger Agreement (Google Inc.)

Parent Financial Statements. Parent has delivered to the Company (a) the audited consolidated balance sheets of the Parent as of September 30December 31, 2006 and 2005, and the related audited statements of operations, changes in holders' equity and cash flows, respectively, for the fiscal years ended September 30December 31, 2006 and 2005 (the "Parent Annual Financial Statements") and (b) the unaudited consolidated balance sheet of Parent as of December 31June 30, 20062007, and the related unaudited statement of operations for the three month period ended on such date (the "Parent Interim Financial Statements" and, together with Parent Annual Financial Statements, the "Parent Financials"). The Parent Financials (including the notes to the Parent Annual Financial Statements) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and present fairly in all material respects the financial position and operating results of Parent as of the dates and during the periods indicated therein, subject (1) to adjustments in compensation expense required by the Securities and Exchange Commission in connection with equity compensation, (2) to adjustments resulting from changes in accounting standards and emerging interpretive guidance relating to standards of financial accounting and reporting, and (3) in the case of the Parent Interim Financial Statements, to normal quarter-end and year-end adjustments, and except that the Parent Interim Financial Statements may not contain footnotes. The Parent's audited ’s unaudited consolidated balance sheet as of September June 30, 2006 2007 is referred to herein as the "Parent Current Balance Sheet."

Appears in 1 contract

Samples: Purchase Agreement (Mistral Ventures Inc)

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Parent Financial Statements. Parent has delivered to the Company (a) the audited consolidated balance sheets of the Parent as of September 30December 31, 2006 and 2005, and the related audited statements of operations, changes in holders' equity and cash flows, respectively, for the fiscal years ended September 30December 31, 2006 and 2005 (the "Parent Annual Financial Statements") and (b) the unaudited consolidated balance sheet of Parent as of December March 31, 20062007, and the related unaudited statement of operations for the three month period ended on such date (the "Parent Interim Financial Statements" and, together with Parent Annual Financial Statements, the "Parent Financials"). The Parent Financials (including the notes to the Parent Annual Financial Statements) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and present fairly in all material respects the financial position and operating results of Parent as of the dates and during the periods indicated therein, subject (1) to adjustments in compensation expense required by the Securities and Exchange Commission in connection with equity compensation, (2) to adjustments resulting from changes in accounting standards and emerging interpretive guidance relating to standards of financial accounting and reporting, and (3) in the case of the Parent Interim Financial Statements, to normal quarter-end and year-end adjustments, and except that the Parent Interim Financial Statements may not contain footnotes. The Parent's audited unaudited consolidated balance sheet as of September 30March 31, 2006 2007 is referred to herein as the "Parent Current Balance Sheet."

Appears in 1 contract

Samples: Purchase Agreement (Trustcash Holdings, Inc.)

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