Product Financial Information Sample Clauses

Product Financial Information. Section 3.14 of the Seller Disclosure Schedule sets forth the net sales as recognized by Seller upon the earlier to occur of prescription units dispensed or expiration of the right of return (the gross amount invoiced by Seller for sale or other commercial disposition of the Product (in final, finished presentation for use by an end-user) to an unrelated Third Party in an arms-length transaction, minus the deductions (other than for Product returns), if any, described in the definition of “Net Sales”), deferred revenue, Product Cost-of-Goods, Units Produced and Units Sold for the Product for the twelve-months ended December 31, 2014 and the Units of inventory of finished Product owned by Seller or any Affiliate at December 31, 2014 (the “Financial Information”), together with reasonably detailed supporting documentation. The Financial Information has been prepared in accordance with GAAP as applied by Seller from the books and records of Seller and fairly presents in all material respects such net sales, Product Cost-of-Goods, inventory of finished Product, Units Produced, and Units Sold for the Product for the periods indicated.
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Product Financial Information. Section 3.1.12 of the Disclosure Schedules sets forth the annual gross sales and net sales (and certain components thereof) for the Product in the Buyer Territory for the Fiscal Years ended March 31, 2013 and 2014 and for the period through June 30, 2014 (the “Financial Information”). The Financial Information has been prepared in accordance with GAAP from the books and records of Seller and fairly presents in all material respects the annual gross sales and net sales (and certain components thereof) for the Product in the Buyer Territory for the periods indicated. Seller maintains a system of accounting for the Product Business established and administered in accordance with GAAP.
Sample 1
Product Financial Information. (a) Seller has made available to Buyer or its Representatives the annual net sales, cost of goods sold, and gross margin for each of the Products in the Territory for the calendar years ending December 31, 2017 and 2018 and for the nine months ending September 30, 2019 (the “Financial Information”). Such Financial Information presents fairly ​ ​ ​ and accurately in all material respects the net sales, cost of goods sold, and gross margin for the Products in the applicable Fields and in the applicable Territory as of the dates, and for the periods, indicated therein, and was prepared from and in accordance with the accounting books and records of the Divesting Entities. The accounting books and records of the Divesting Entities were maintained in accordance with GAAP during the calendar years ended December 31, 2017 and 2018 and for the nine months ending September 30, 2019. (b) Since September 30, 2019 until the Execution Date, there has not been any event, change, occurrence or state of circumstances or facts which, individually or in the aggregate, has had or would reasonably be expected to have a Material Adverse Effect.
Sample 1
Product Financial Information. Seller has provided in the Data Room under Additional DD requests > Acella Requests > Schedules the following financial materials for the year ended December 31, 2021, and for the nine (9) month period ended September 30, 2022: (A) sales in units and sales value of the Product, (B) returns and allowances recorded within net sales of the Product, (C) actual returns of the Product received in units and value, (D) direct cost of sales of the Product recorded within cost of goods sold, and (E) disputed customer accounts receivable recorded on Seller’s balance sheet at December 31, 2021 and September 30, 2022. The net sales and cost of goods sold information are derived from and reconcile to the specific financial line items in Seller’s publicly filed financial statements.
Sample 1
Product Financial Information. Schedule 3.13 sets forth a true and complete copy of (a) the Product balance sheet as of December 31, 2013, and (b) the statement of revenue and direct expenses for the Product for the year ended December 31, 2013 (collectively, the “Product Financial Information”). The Product Financial Information has been prepared in good faith by Seller’s management and, to Seller’s Knowledge, Mallinckrodt’s management, as the case may be, and fairly presents the information contained therein.
Sample 1
Product Financial Information. (a) On or before July 28, 2023, the Seller will provide to the Purchaser an unaudited quarterly schedule of Seller’s revenues and expenses with respect to the Business for the period from January 1, 2022 through June 30, 2023, prepared in accordance with GAAP. (b) The Parties acknowledge that Seller’s auditor which prepared the Abbreviated Financial Statements (KPMG) has indicated that KPMG expects to deliver a final audit opinion based on the Abbreviated Financial Statements, along with a consent for Parent to disclose the information included therein in its public filings pursuant to applicable securities laws, by July 14, 2023. Seller will reasonably cooperate with Purchaser in coordinating and communicating with KPMG with respect to the foregoing.
Sample 1
Product Financial Information of the Seller Disclosure Schedule sets forth the net sales (the gross amount invoiced by Seller for sale or other commercial disposition of the Product (in final, finished presentation for use by an end-user) to an unrelated Third Party in an arms-length transaction, minus the deductions, if any, described in clauses (i)-(vii) of the definition of “Net Sales”), Product Cost-of-Goods, Units Produced and Units Sold for the Product for the twelve-months ended December 31, 2012 and 2013 and for the three months ended March 31, 2014 and the Units of inventory of finished Product owned by Seller or any Affiliate at December 31, 2012 and 2013 and at March 31, 2014 (the “Financial Information”), together with reasonably detailed supporting documentation. The Financial Information has been prepared in accordance with GAAP from the books and records of Seller and fairly presents in all material respects such net Sales, Product Cost-of-Goods, inventory of finished Product, Units Produced, and Units Sold for the Product for the periods indicated.
Sample 1
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Product Financial Information. Seller or an Affiliate of Seller has made available to Buyer or its Representatives the annual gross sales and net sales (and certain components thereof) for the Product in the Buyer Territory for the [***] (the “Financial Information”). The Financial Information was prepared from the books and records of Seller or an Affiliate of Seller, as applicable, and fairly presents in all material respects the annual gross sales and net sales for the Product in the Buyer Territory for the periods indicated.
Sample 1
Product Financial Information. Seller shall provide to Buyer within sixty (60) days after the Closing Date the following financial statements with respect to the Acquired Assets (collectively, the "Product Financial Statements"): (a) an audited statement of assets acquired and liabilities assumed as of December 31, 2002, and the related statement of revenue and direct expenses for the year ended December 31, 2002, together with the report thereon of PricewaterhouseCoopers LLP, independent certified public accountants of Seller; and (b) unaudited statements of revenue and direct expenses for each of the three (3) month periods ended March 31, 2003 and June 30, 2003 and for the period from July 1, 2003 through the Closing Date. Buyer shall pay all fees, costs and expenses of Seller's independent certified public accountants in connection with the audited Product Financial Statements. In the event the Securities and Exchange Commission ("SEC") advises Buyer that the Product Financial Statements are insufficient for purposes of Buyer's compliance with its reporting obligations under the Securities Exchange Act of 1934, Seller shall use commercially reasonable efforts to provide such additional financial statements as may be required by the SEC.
Sample 1

Related to Product Financial Information

  • Basic Financial Information The Company shall furnish the following reports to each Purchaser (or any transferee of any Securities), so long as the Purchaser is a holder of any Securities: (a) within 30 days after the end of each of the 12 monthly accounting periods in each fiscal year (or when furnished to the Company's Board of Directors, if earlier), unaudited consolidated statements of income and retained earnings and cash flows of the Company and its Subsidiaries for each monthly period and for the period from the beginning of such fiscal year to the end of such monthly period, together with consolidated balance sheets of the Company and its Subsidiaries as at the end of each monthly period, setting forth in each case comparisons to budget and to corresponding periods in the preceding fiscal year, which statements will be prepared in accordance with US GAAP consistently applied, and will fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods; (b) within 90 days after the end of each fiscal year (or within five days after being filed with the Commission, if sooner), consolidated statements of income and retained earnings and cash flows of the Company and its Subsidiaries for the period from the beginning of each fiscal year to the end of such fiscal year, and consolidated balance sheets as at the end of such fiscal year, setting forth in each case in comparative form corresponding figures for the preceding fiscal year, which statements will be prepared in accordance with US GAAP, consistently applied, and will fairly present the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods, and will be accompanied by: (i) a report of the Company's independent certified public accounting firm; (ii) a report from such accounting firm addressed to the Purchasers, stating that in making the audit necessary to express their opinion on the financial statements, nothing has come to their attention which would lead them to believe that an Event of Default has occurred with respect to this Agreement or the Debentures or, if such accountants have reason to believe that any such Event of Default has occurred, a letter specifying the nature thereof; and (iii) the management letter of such accounting firm; (c) within 45 days after the end of each quarterly accounting period in each fiscal year (or within five days after being filed with the Commission, if sooner) consolidated statements of income and retained earnings and cash flows of the Company and its Subsidiaries for such quarterly accounting period and for the period from the beginning of each fiscal year to the end of such quarterly accounting period and consolidated balance sheets as at the end of such quarterly accounting period, setting forth in each case in comparative form corresponding figures for the preceding quarterly accounting period, which statements will be prepared in accordance with US GAAP, consistently applied, and will fairly represent the consolidated financial position of the Company and its Subsidiaries as of the dates thereof and their consolidated results of operations for such periods; (d) within 45 days after the end of each quarterly accounting period in each fiscal year, a certificate of the Chief Financial Officer of the Company stating that the Company is in compliance with the terms of this Agreement and any other material contract or commitment to which the Company or any of its Subsidiaries is a party or by which any of them is bound, or if the Company or any of its Subsidiaries is not in compliance, specifying the nature and period of noncompliance, and what actions the Company or such Subsidiary has taken and proposes to take with respect thereto. Notwithstanding the foregoing, the certificate delivered at the end of each fiscal year of the Company shall be signed by both the Chief Executive Officer and the Chief Financial Officer of the Company and shall be delivered within 90 days after the end of the fiscal year; (e) promptly upon receipt thereof, but in no event later than three business days, any additional reports or other detailed information concerning significant aspects of the operations and condition, financial or otherwise, of the Company and its Subsidiaries, given to the Company by its independent accountants; (f) at least 30 days prior to the end of each fiscal year, a detailed annual operating budget and business plan for the Company and its Subsidiaries for the succeeding twelve-month period. Such budgets shall be prepared on a monthly basis, displaying consolidated statements of anticipated income and retained earnings, consolidated statements of anticipated cash flow and projected consolidated balance sheets, setting forth in each case the assumptions (which assumptions and projections shall represent and be based upon the good faith judgment in respect thereof of the Chief Executive Officer of the Company) behind the projections contained in such financial statements, and which budgets shall have been approved by the Board of Directors of the Company prior to the beginning of each twelve-month period for which such budget shall have been prepared and, promptly upon preparation thereof, any other budgets that the Company may prepare and any revisions of such annual or other budgets; (g) within ten days after transmission or receipt thereof, copies of all financial statements, proxy statements and reports which the Company sends to its stockholders or directors, and copies of all registration statements and all regular, special or periodic reports which it or any of its officers or directors files with the Commission, the American Stock Exchange (the "AMEX"), the National Association of Securities Dealers Automated Quotation System ("NASDAQ") or with any other securities exchange or over-the-counter market on which any of the securities of the Company are then listed or approved for trading, copies of all press releases and other statements made generally available by the Company to the public concerning material developments in the business of the Company and its Subsidiaries and copies of material communications sent to or received from stockholders, directors or committees of the Board of Directors of the Company or any of its Subsidiaries and copies of all material communications sent to and received from any lender to the Company; and (h) with reasonable promptness such other information and financial data concerning the Company as any Person entitled to receive materials under this Section 9.2 may reasonably request. Notwithstanding the foregoing, all confidential information furnished at any time by or on behalf of the Company or its Subsidiaries to any Purchaser (or any transferee of any Securities) shall be subject to the provisions of Section 19.13.

  • Financial Information, etc The Borrower will furnish, or will cause to be furnished, to the Administrative Agent and each Lender copies of the following financial statements, reports and information: (a) promptly when available and in any event within 90 days after the close of each Fiscal Year (i) a balance sheet at the close of such Fiscal Year, and statements of operations, of shareholders' equity and of cash flows for such Fiscal Year, of the Borrower and its Consolidated Subsidiaries certified without Impermissible Qualification by independent public accountants of recognized standing selected by the Borrower and reasonably acceptable to the Required Lenders, (ii) a Compliance Certificate calculated as of the close of such Fiscal Year, (iii) a projected financial statement of the Borrower and its Consolidated Subsidiaries for the following Fiscal Year, and (iv) the report filed by the Borrower with the SEC on Form 10-K for such Fiscal Year; (b) promptly when available and in any event within 45 days after the close of each of the first three Fiscal Quarters of each Fiscal Year (i) a balance sheet at the close of such Fiscal Quarter and statements of operations, of income and of cash flows for the period commencing at the close of the previous Fiscal Year and ending with the close of such Fiscal Quarter, of the Borrower and its Consolidated Subsidiaries certified by the chief accounting or financial Authorized Officer of the Borrower, (ii) a Compliance Certificate calculated as of the close of such Fiscal Quarter, and (iii) the report filed by the Borrower with the SEC on Form 10-Q for each such Fiscal Quarter; (c) promptly upon receipt thereof and upon request of the Administrative Agent or any Lender, copies of all management letters submitted to the Borrower by independent public accountants in connection with each annual or interim audit made by such accountants of the books of the Borrower or any Subsidiary; (d) promptly upon the incorporation or acquisition thereof, information regarding the creation or acquisition of any new Subsidiary; (e) promptly when available and in any event within ten days of publication, all material filings with the SEC; (f) within 45 days after the close of each Fiscal Quarter, an Applicable Margin Determination Ratio Certificate; and (g) such other information with respect to the financial condition, business, property, assets, revenues and operations of the Borrower and Subsidiaries as the Administrative Agent or any Lender may from time to time reasonably request.

  • Other Financial Information Budgets, sales projections, operating plans and other financial information reasonably requested by Bank.

  • Financial Information Upon written request the Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information the Company makes available or gives to such shareholders.

  • Access to Financial Information Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

  • Pro Forma Financial Information The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus include assumptions that provide a reasonable basis for presenting the significant effects directly attributable to the transactions and events described therein, the related pro forma adjustments give appropriate effect to those assumptions, and the pro forma adjustments reflect the proper application of those adjustments to the historical financial statements amounts in the pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus. The pro forma financial statements included in the Registration Statement, the Time of Sale Disclosure Package and the Final Prospectus comply as to form in all material respects with the application requirements of Regulation S-X under the Exchange Act.

  • Additional Financial Information The Company shall provide Parent with the Company’s audited financial statements for the twelve month periods ended December 31, 2022 and 2021 consisting of the audited consolidated balance sheets as of such dates, the audited consolidated income statements for the twelve month period ended on such date, and the audited consolidated cash flow statements for the twelve month period ended on such date (the “Year End Financials”). Subsequent to the delivery of the Year End Financials, the Company’s consolidated interim financial information for each quarterly period thereafter shall be delivered to Parent no later than forty (40) calendar days following the end of each quarterly period and consolidated interim monthly information for each month thereafter shall be delivered to Purchaser no later than 20 days following the end of each month (the “Required Financial Statements”). All of the financial statements to be delivered pursuant to this Section 7.3, shall be prepared under U.S. GAAP in accordance with requirements of the PCAOB for public companies. The Required Financial Statements shall be accompanied by a certificate of the Chief Executive Officer of the Company to the effect that all such financial statements fairly present the financial position and results of operations of the Company as of the date or for the periods indicated, in accordance with U.S. GAAP, except as otherwise indicated in such statements and subject to year-end audit adjustments. The Company will promptly provide with additional Company financial information reasonably requested by Parent for inclusion in the Proxy Statement and any other filings to be made by Parent with the SEC.

  • Supporting Information Each Franchise Fee payment shall be accompanied by a brief report prepared by a representative of Franchisee showing the basis for the computation.

  • Billing Information 6.1 NLT and the RL shall provide each other with information within their possession that is necessary to allow them to provide accurate and timely billing to each other and to any other relevant third parties.

  • DISCLOSURE OF FINANCIAL INFORMATION 26.1 The Customer represents and warrants that the financial information disclosed to us in his/its Application is an accurate representation of the Customer’s current financial condition. 26.2 The Customer represents and warrants that the Customer has very carefully considered the portion of the Customer’s assets which the Customer considers to be risk capital. 26.3 The Customer recognizes that risk capital is the amount of money the Customer is willing to put at risk and the loss of it would not, in any way, change the Customer’s lifestyle. 26.4 The Customer agrees to immediately inform us if the Customer’s financial condition changes in such a way to reduce the Customer’s net worth, liquid assets and/or risk capital.

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