Preparation of Closing Date Financial Statements Sample Clauses

Preparation of Closing Date Financial Statements. As promptly as practicable, but not later than sixty (60) days after the Closing Date, Purchaser shall — after consulting with the Sellers — prepare or cause to be prepared and deliver to Sellers’ Representative in text form a calculation of the figures identified in Exhibit 2.2 as relevant for, and the calculation of the Adjustment Amount as of 31 May 2015 (“Closing Date Financial Statements”).
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Preparation of Closing Date Financial Statements. (a) Within fifteen (15) calendar days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Buyer and Seller a draft balance sheet of the Company at the Closing Date, and related draft statements of income for the fiscal year then ended (the "Draft
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Preparation of Closing Date Financial Statements. (a) On or before Closing, Boardtown will deliver audited financial statements for the fiscal year ending December 31, 2003 and unaudited statements for the quarter ending March 31, 2004 (reviewed by X.X. Xxxx and Company) in a form and content acceptable to Tucows and prepared on a consistent basis.
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Preparation of Closing Date Financial Statements. As soon as practicable, but in no event later than seventy-five (75) calendar days after the Closing Date, Acquiror shall cause Acquiror’s Accountants to perform a review of the consolidated financial statements of SPC and each Radio Subsidiary as of the Closing Date and for the period from the date of the Balance Sheet through the Effective Time, including a computation as of the Closing Date of (i) Net Working Capital (the “Final Net Working Capital”), (ii) Excluded Liabilities that are outstanding (the “Final Excluded Liabilities Amount”) and (iii) Excluded Taxes that are due or payable after the Effective Time (excluding any cash amount actually deposited into escrow as the “Tax Escrow Amount” under the Cable Escrow Agreement upon the closing of the Comcast Cable Transaction in respect of any such Excluded Taxes as to which SPC or SMC shall have access to pay Excluded Taxes after the Effective Time) (the “Final Tax Amount”) (the “Closing Date Financial Statements”). The Closing Date Financial Statements with respect to, as well as the financial information supporting the computations of the Final Net Working Capital and the Final Excluded Liabilities Amount, shall be prepared in accordance with GAAP, on a basis consistent with the preparation of SPC’s audited financial statements for the year ended December 31, 2004. The Closing Date Financial Statements with respect to, as well as the information supporting the Final Tax Amount shall be prepared in accordance with applicable Tax law on a basis consistent with the preparation of SPC’s prior Tax Returns. The Final Net Working Capital Adjustment Amount shall be determined by deducting the Preliminary Net Working Capital from the Final Net Working Capital (the “Final Net Working Capital Adjustment Amount”), the Final Excluded Liabilities Adjustment Payoff Amount shall be determined by deducting the Preliminary Excluded Liabilities Payoff Amount from the Final Excluded Liabilities Amount (the “Final Excluded Liabilities Adjustment Amount”), and the Final Tax Adjustment Amount shall be determined by deducting the Preliminary Tax Amount from the Final Tax Amount (the “Final Tax Adjustment Amount”), subject to final determination of such amounts pursuant to this Section 2.12.
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Preparation of Closing Date Financial Statements. As soon as practicable, but in no event later than seventy-seven (77) calendar days after the Closing Date, Buyer shall cause Buyer’s Accountants to perform a review of the consolidated financial statements of Sellers as of the Closing Date, including a computation as of the Closing Date of Net Working Capital (the “Final Net Working Capital”) (the “Closing Date Financial Statements”). The Closing Date Financial Statements with respect to, as well as the financial information supporting the computations of the Final Net Working Capital, shall be prepared in accordance with GAAP, on a basis consistent with the preparation of the Balance Sheets. The Final Net Working Capital Adjustment Amount shall be determined by deducting the Preliminary Net Working Capital from the Final Net Working Capital (the “Final Net Working Capital Adjustment Amount”), subject to final determination of such amounts pursuant to this Section 2.5.
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Preparation of Closing Date Financial Statements. 2.7.1 Within 60 Business Days following the Closing Date, the Vendors will cause the Corporation’s Accountant to prepare and deliver to the Purchaser drafts of:
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Preparation of Closing Date Financial Statements 
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Related to Preparation of Closing Date Financial Statements

  • 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.

  • 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.

  • Initial Financial Statements Borrower has heretofore delivered to Lender copies of the Initial Financial Statements which are complete and correct in all material respects. The Initial Financial Statements fairly present Borrower’s combined financial position at the respective dates thereof and the combined results of operations and combined cash flows for the periods then ended. Since the date of the Initial Financial Statements no Material Adverse Change has occurred, except as reflected in Section 5.6 of the Disclosure Schedule. All Initial Financial Statements were prepared in accordance with GAAP.

  • 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 Within six (6) months of the Closing Date, Buyer may, in its sole discretion, deliver written notice to the Main Sellers (the “Audit Notice”) requiring Sellers to use their commercially reasonable efforts to cause to be prepared and delivered to Buyer audited statements of the balance sheet of the Historical Velocity Business, as of December 31, 2008 and December 31, 2007, and related audited statements of income and cash flows of the Historical Velocity Business for the fiscal years ended December 31, 2008 and December 31, 2007, together with notes thereon and the reports thereon of KPMG LLP, Sellers’ independent certified public accountants (collectively, the “Audited Financial Statements”). The Audited Financial Statements shall be prepared utilizing the same financial allocations, judgments and assumptions as are noted in the Pro Forma Financial Statements and accompanying notes and/or Schedules 5.5(b) or 5.5(c). Further, it is understood and agreed that (i) the Audited Financial Statements will be prepared in accordance with carve-out accounting guidelines as promulgated by the SEC and that are consistent with U.S. GAAP, (ii) such carve-out accounting guidelines have not been applied to the Pro Forma Financial Statements, and (iii) any differences between the Pro Forma Financial Statements and the Audited Financial Statements arising out of or related to the application of such carve-out accounting guidelines to the Audited Financial Statements and/or any modifications that would have been made to the Pro Forma Financial Statements had such carve-out accounting principles been utilized therefor (including as a result of corporate and other allocations, such as goodwill and other intangibles) shall not be the basis for any claim against any Seller by Buyer or any of its Affiliates. Buyer shall provide Sellers with all necessary and appropriate cooperation with respect to Sellers’ preparation of the Audited Financial Statements. Following Buyer’s request for preparation and audit of the Audited Financial Statements, Sellers shall (i) promptly engage independent experts to prepare and audit the Audited Financial Statements, (ii) promptly respond to requests for information from such independent experts and (iii) keep Buyer reasonably informed regarding the status of the preparation and audit the Audited Financial Statements. Buyer shall promptly reimburse Sellers for all documented third-party costs and expenses incurred by Sellers in the preparation and audit of the Audited Financial Statements. No Seller shall be required by this Section 9.15 to take any action that would unreasonably interfere with the conduct of its business or unreasonably disrupt its normal operations.

  • 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.

  • Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such consultation.

  • Supplemental Financial Statements The Borrower shall immediately upon receipt thereof, provide to the Bank copies of interim and supplemental reports if any, submitted to the Borrower by independent accountants in connection with any interim audit or review of the books of the Borrower.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

  • Additional Financial Statements Seller shall promptly furnish to Buyer a copy of all Financial Statements for each additional month-end period beyond the Balance Sheet Date as soon as same is regularly prepared by Seller in the Ordinary Course of Business. All such additional Financial Statements shall be subject to the same representations and warranties as contained in Section 3.23

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