Preparation and Delivery of Financial Statements Sample Clauses

Preparation and Delivery of Financial Statements. Seller shall use its commercially reasonable efforts to prepare and deliver to Purchaser as soon as practicable the Audited Business Financial Statements and the Unaudited Business Financial Statements. Seller shall prepare and deliver to Purchaser, no later than ten (10) business days following the end of each month after acquisition of the Business by Seller and its Subsidiaries, monthly statements of revenue and expenses of the Business as currently prepared on a monthly basis for Seller.
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Preparation and Delivery of Financial Statements. Seller shall, at its cost and expense (except with respect to audit related costs and expenses incurred following December 30, 2011, with respect to the preparation of the Financial Statements, which costs shall be split 50/50 between Seller and Function(x)), promptly deliver to Function(x), but in no event later than January 27, 2012, the following financial statements, all of which shall be attached to this Agreement as Schedule 3.15(b): (a) the balance sheet of Seller as at December 31, 2009, and the related combined statements of income, cash flows, and changes in shareholders’ equity, and the notes thereto, for the year ended December 31, 2009, and from inception, audited by Seller’s Auditor, whose opinion thereon is included therewith, in a form satisfactory to Function(x) (the “2009 Financial Statements”), (b) the balance sheet of Seller as at December 31, 2010 and the related combined statements of income, cash flows, and changes in shareholders’ equity, and the notes thereto, for the year ended December 31, 2010, and from inception, audited by Seller’s Auditor, whose opinion thereon is included therewith, in a form satisfactory to Function(x) (the “2010 Financial Statements”), and (c) the balance sheets of Seller as at September 30, 2011, and 2010, and the related combined statements of income, for each of the nine month periods then ended, and from inception, in a form satisfactory to Function(x) (the “Interim Financial Statements”), reviewed by Seller’s Auditor; provided, however, that if the Closing Date is after December 31, 2011, Seller shall also deliver to Function(x), but in no event later than January 10, 2012, the balance sheet of Seller as at December 31, 2011, and the related combined statements of income, cash flows, and changes in shareholders’ equity, and the notes thereto, for the year ended December 31, 2011, and from inception, audited by Seller’s Auditor, whose opinion thereon is included therewith (the 2009 Financial Statements, the 2010 Financial Statements, the Interim Financial Statements and, if applicable, the 2011 Financial Statements, are referred to collectively as the “Financial Statements”). Seller shall, at its cost and expense except as otherwise provided herein, cause to be promptly delivered to Function(x) any consents of Seller’s Auditor required in connection with Function(x)’s filing with the Securities and Exchange Commission (“SEC”) of any periodic reports on Forms 10-K and 10-Q, any Current Report on Form 8-...
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Preparation and Delivery of Financial Statements. (a) Seller shall prepare and deliver to Buyer as soon as practicable and in any event prior to the Closing unaudited Segment Financial Statements as of and for the interim periods as determined by Buyer in its reasonable discretion within five (5) calendar days following the date hereof (the “Unaudited Interim Segment Financial Statements”). The Unaudited Interim Segment Financial Statements shall be prepared in accordance with GAAP and on the same basis as the Unaudited Financial Statements.
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Preparation and Delivery of Financial Statements. As promptly as reasonably practicable following the date hereof, the Company shall use its reasonable best efforts to deliver to APHC (i) audited consolidated balance sheets and statements of operations and comprehensive loss, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of and for the years ended September 30, 2021 and 2020 and related notes, accompanied by an audit report issued by the Company’s independent auditors reasonably acceptable to APHC (collectively, the “Closing Company Audited Financial Statements”) and (ii) an unaudited consolidated balance sheet of the Company and its Subsidiaries and consolidated statements of operations and comprehensive loss, cash flows and changes in shareholders’ equity of the Company and its Subsidiaries as of and for the end of each interim fiscal quarter ending after September 30, 2021 and related notes that are required to be included in the Registration Statement, Proxy Statement and any other Offer Documents (collectively, the “Closing Company Unaudited Financial Statements”). The Closing Company Audited Financial Statements, together with any Closing Company Unaudited Financial Statements, (A) will be prepared in accordance with U.S. GAAP applied on a consistent basis throughout the periods indicated, (B) will fairly present, in all material respects, the financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates thereof and for the periods indicated therein, and (C) will, in the case of the Closing Company Audited Financial Statements, have been audited in accordance with the standards of the PCAOB. The auditor engaged to audit the Closing Company Audited Financial Statements and to review any Closing Company Unaudited Financial Statements will be an independent registered public accounting firm with respect to the Company within the meaning of the Securities Act and Exchange Act and the applicable rules and regulations thereunder adopted by the SEC and the PCAOB. APHC shall use its reasonable best efforts (x) to assist the Company as may be required in timely preparation of any other financial information or statements (including customary pro forma financial statements) that are required to be included in the Registration Statement, Proxy Statement and any other Offer Documents, and (y) to obtain the consents of its auditors in accordance with applicable Law or as requested by the SEC.
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Preparation and Delivery of Financial Statements. (1) During the period commencing on the Effective Date and continuing through the date that is six (6) months after the Closing Date, Seller shall, from time to time, upon reasonable advance notice from Buyer, (i) furnish to Buyer and its accountants, representatives, agents and employees any and all financial and other information pertaining to Seller's ownership and operation of the Property, which information is necessary, in the reasonable opinion of Buyer or Buyer's accountants, to enable Buyer and Buyer's accountants to timely prepare, audit and file financial statements in compliance with Form 8-K and Rule 3-14 of Regulation S-X of the Securities Exchange Act, (ii) cooperate with all commercially reasonable requests of Buyer and Buyer's accountants with respect to the preparation of such financial statements, (iii) provide a signed representation letter, in commercially reasonable form, as prescribed by generally accepted auditing standards to enable Buyer's accountants to render an opinion on such financial statements, and (iv) take any other reasonable actions necessary in connection with the foregoing; provided, however, that in any such event(s), Buyer shall reimburse Seller for those reasonable third party, out-of-pocket costs and expenses that Seller incurs in order to comply with the foregoing.
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Preparation and Delivery of Financial Statements 
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Related to Preparation and Delivery of Financial Statements

  • Delivery of Financial Statements The Company shall deliver to each Major Investor:

  • Preparation of Financial Statements The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, as of the dates indicated, and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved. The financial statement schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.

  • Delivery of Audited Financial Statements Seller shall furnish Buyer at or prior to Closing (A) the audited consolidated balance sheets of the Company as of March 31, 2015, March 31, 2016, and as of December 31 in the calendar year 2016, and the related audited statements of income and cash flows for the fiscal years then ended, and the notes and schedules thereto required under Regulation S-X under the Securities Act (together, the “Acquired Company Audited Financial Statements”); and (B) the unaudited consolidated balance sheets of the Company as of the end of any quarterly period subsequent to December 31, 2016, to the extent the Closing has not occurred prior to the 45th day after the end of such quarter, within 40 days of the end of such quarter, or if not available within 40 days despite Seller’s commercially reasonable efforts, as soon as practicable thereafter, along with the corresponding financial statements for the same period in the immediately prior fiscal year, and the related unaudited statements of income and cash flows required under Regulation S-X under the Securities Act, which shall have been reviewed by the independent accountants of the Company as provided under SAS 100 (together, the “Acquired Company Unaudited Financial Statements,” and together with the Acquired Company Audited Financial Statements, the “Acquired Company Financial Statements”). Seller shall use commercially reasonable efforts to furnish to Buyer as promptly as reasonably practicable (i) financial information related to the Company reasonably requested in writing (including such requests made after the provision of the Acquired Company Financial Statements) by Buyer as promptly as reasonably practicable, which information is reasonably necessary for Buyer to produce the pro forma financial statements required under Regulation S-X under the Securities Act (together with the Acquired Company Financial Statements, the “Required Financial Information”), and (ii) other information with respect to the Company reasonably requested by Buyer in writing as promptly as reasonably practicable so that Buyer may satisfy its applicable SEC requirements with respect to Exchange Act reporting and the Required Financial Information. Such Acquired Company Financial Statements shall not materially differ from the Financial Statements and, to the extent of any such differences, Seller shall provide Buyer with a reasonably detailed reconciliation of each such difference. Buyer and Seller shall share equally the reasonable expenses of KPMG in connection with its preparation of the Acquired Company Audited Financial Statements, except that Buyer’s portion of such expenses shall not exceed $300,000.00, provided Buyer does not require a substantial change in the scope of the audit described in this Agreement, in which case the $300,000.00 limit shall not apply.

  • Preparation of the Financial Statements The financial statements included or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly in all material respects the consolidated financial position of the Company and its consolidated subsidiaries as of and at the dates indicated and the statement of operations, shareholders’ equity and cash flows for the periods specified. Such financial statements and supporting schedules included or incorporated by reference in the Registration Statement and the Prospectus comply as to form in all material respects with the applicable accounting requirements of the Securities Act and have been prepared in conformity with generally accepted accounting principles in the United States (“GAAP”) applied on a consistent basis throughout the periods involved, except as may be expressly stated in the related notes thereto. The supporting schedules, if any, present fairly in all material respects in accordance with GAAP the information required to be stated therein as of the dates indicated. The pro forma financial statements and the related notes thereto included in the Registration Statement and the Prospectus, if any, present fairly the information shown therein, have been prepared in all material respects in accordance with the Commission’s rules and guidelines with respect to pro forma financial statements and have been properly compiled on the bases described therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. Except as included or incorporated by reference therein, no historical or pro forma financial statements or supporting schedules are required to be included or incorporated by reference in the Registration Statement or the Prospectus under the Securities Act. All disclosures contained in the Registration Statement or the Prospectus, or incorporated by reference therein, regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission) comply in all material respects with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. The interactive data in eXtensible Business Reporting Language incorporated by reference in the Registration Statement and the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission's rules and guidelines applicable thereto.

  • Delivery of Financial Statements and Other Information Seller shall deliver the following to Buyer, as soon as available and in any event within the time periods specified:

  • Review of Financial Statements For a period of five (5) years after the date of this Agreement, the Company, at its expense, shall cause its regularly engaged independent registered public accounting firm to review (but not audit) the Company’s financial statements for each of the three fiscal quarters immediately preceding the announcement of any quarterly financial information.

  • Accuracy of Financial Statements Neither the Borrower nor any of its Subsidiaries has any material liabilities, contingent or otherwise, or forward or long-term commitments that are not disclosed in the Historical Statements or in the notes thereto, and except as disclosed therein there are no unrealized or anticipated losses from any commitments of the Borrower or any of its Subsidiaries that would reasonably be expected to cause a Material Adverse Change. Since December 31, 2020, no Material Adverse Change has occurred.

  • Form of financial statements All accounts (audited and unaudited) delivered under Clause 11.6 will:

  • Delivery of Financial Information Promptly upon the filing thereof, copies of all registration statements and annual, quarterly, monthly or other regular reports which the Seller, Xxxxx or any of their respective Affiliates files with the SEC.

  • Financial Statements Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

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