Reference Financial Statements Sample Clauses

Reference Financial Statements. The Reference Financial Statements were prepared using materially accurate data derived from the books and records of the Company, in the ordinary course of business and fairly present the financial condition of the Company as of its date and the results of its operations for the periods indicated, on a basis consistent with prior periods. The Reference Financial Statements are not audited, reviewed, or compiled. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.
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Reference Financial Statements. The parties further acknowledge that this transaction has been based upon the financial statements of Verplast as of December 31, 1996 (hereinafter the "1996 STATUTORY FINANCIAL STATEMENTS") 49 as updated on June 30, 1996 (hereinafter the "CLOSING FINANCIAL STATEMENTS") attached hereto as, respectively, Annex 3.2 (a) and Annex 3.2 (b).
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Reference Financial Statements. To the Sellers’ Knowledge, the Reference Financial Statements submitted to Purchaser prior to the Signing Date are in accordance with the German Commercial Code and present a true and fair view of the assets and liabilities (Vermögenslage) and results of operation (Ertragslage) of the Company for the period referenced therein, were prepared in accordance with the applicable rules and, in particular, the generally accepted principles of accounting (GoB), consistent with past practice regarding their formal organization and measurement (unter Wahrung xxxxxxxxx und materieller Bilanzkontinuität). Specifically, all accounting and valuation principles, methods and rules were retained and all options to capitalize or to include items on the liabilities side (Aktivierungs- und Passivierungswahlrechte) were consistently applied. The Reference Financial Statements present, taken as a whole, a true, complete and fair view of the net assets position, financial condition and results of operation (vermitteln insgesamt ein den tatsaechlichen Verhaeltnissen entsprechendes Bild der Vermoegens-, Finanz- und Ertragslage) of the Company for the respective balance sheet dates or the fiscal periods to which they relate. A copy of the Reference Financial Statements is attached hereto as Schedule 8.6. The Company does not have any liabilities (including any uncertain and contingent liabilities, whether known or unknown), in excess of EUR 50,000.00 (EURO fifty thousand) other than (i) those properly accounted, reserved or accrued for in their full amount in the Reference Financial Statements, (ii) those trade liabilities incurred or arising in the ordinary course since the date of the Reference Financial Statements, (iii) those set forth in Schedule 8.6, (iv) Taxes, and (v) regular obligations for specific performance (vertragliche Erfüllungsansprüche) under ongoing contracts (schwebende Geschäfte), to the extent such obligations do not qualify for balance sheet recognition (nicht bilanzierungsfähig). For the avoidance of doubt, the Company has pledged the bank account at Commerzbank Viersen with the account number 000 000 000 with a deposit amount of EUR 12,500.80 as a collateral for the lease agreement referred to in Schedule 8.11. All accounts receivable in the Reference Financial Statements or generated after the Effective Date result from business activities in the ordinary course of business. To the Seller’s Knowledge there are no circumstances which could affect the collec...
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Reference Financial Statements. 8.5.1 Without prejudice to the exceptions made under paragraph 8.5.3 below, the Reference Financial Statements: (a) have been prepared in compliance with the Accounting Principles applied consistently with past practice; and (b) give a true and correct representation of the assets and liabilities and of the quotaholders’/shareholders’ equity (situazione patrimoniale), financial position (situazione finanziaria) and results of operations (risultato economico) of the Group at their respective date and for the period covered by such statements. 8.5.2 As at the date of the Reference Financial Statements the Group Companies had no liabilities (including of contingent nature) (passività) or obligations (obblighi) of any other nature other than those recorded in the Reference Financial Statements. 8.5.3 All the receivables of the Group Companies reflected in the Reference Financial Statements: (a) have arisen from bona fide transactions; (b) are, or when billed, will be valid rights of payment as set forth in the underlying agreements.
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Reference Financial Statements. The amount of the Damage to be indemnified by the Seller to the Purchaser in respect of any Claim will be reduced by the amount of any specific provisions or cash reserves accounted for in the Reference Financial Statements of the SPVs for the subject matter that caused such Damage.
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Reference Financial Statements. As promptly as practicable after December 31, 1998, but in any event on or before March 31, 1999, X-ceed shall deliver or cause to be delivered to the Shareholders, at the sole cost and expense of X-ceed, audited special purpose financial statements of Mercury and the Surviving Corporation on a combined basis for the twelve-month period ending on December 31, 1998, consisting of a balance sheet and income statement setting forth the amount of Reference Gross Revenues (the "Reference Financial Statements"), prepared by X-ceed's independent certified public accountants (the "Independent Accounting Firm") in accordance with United States generally accepted accounting principles and practices as in effect from time to time and consistently applied ("GAAP"). The Reference Financial Statements shall be deemed to be and shall be final, conclusive and binding on the parties hereto, except that the Shareholders may dispute the computation of Reference Gross Revenues on the basis that the amount thereof was not arrived at in conformity with GAAP.
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Reference Financial Statements. (a) The Reference Financial Statements have been prepared and audited in accordance with the Italian Accounting Principles and Practices and therefore reflect all liabilities of the Company which should be recorded according to the Italian Accounting Principles and Practices and present a true and fair view of the financial position of the Company at December 31, 2010. (b) To the knowledge of the Seller since December 31, 2010 through the date hereof, the Company has conducted its activity in a good-faith and in the Ordinary Course of Business manner and in particular, since December 31, 2010, the Company has not (i) acquired, sold, transferred, pledged, mortgaged, encumbered, leased or otherwise disposed of any fixed tangible or intangible asset or property nor it has incurred any expenditure or financial liability for an amount exceeding Euros 25,000 per single transaction and Euros 250,000 in the aggregate, save as indicated in Schedule 7.7(b)(i);
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Related to Reference Financial Statements

  • Historical Financial Statements The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments.

  • Periodic Financial Statements Borrower shall deliver to Bank, within 45 days after the end of each fiscal quarter, unaudited management-prepared quarterly financial statements including, without limitation, a balance sheet, profit and loss statement and statement of cash flows, with supporting schedules; all in reasonable detail and prepared in conformity with generally accepted accounting principles, applied on a basis consistent with that of the preceding year. Such statements shall be certified as to their correctness by a principal financial officer of Borrower and in each case, if audited statements are required, subject to audit and year-end adjustments.

  • Interim Financial Statements Within 45 days after the close of each fiscal quarter of Customer, a copy of the interim financial statements of Customer for such fiscal quarter (including in reasonable detail both a balance sheet as of the close of such fiscal period, and statement of profit and loss for the applicable fiscal period);

  • Annual Financial Statements Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

  • Original Financial Statements (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied. (b) Its Original Financial Statements fairly represent (if unaudited) or (if audited) give a true and fair view of its financial condition and results of operations (consolidated in the case of the Parent) during the relevant period. (c) There has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent) since the date of the Original Financial Statements. (d) Its most recent financial statements delivered pursuant to clause 22.1 (Financial statements): (i) have been prepared in accordance with the Accounting Principles as applied to the Original Financial Statements; and (ii) give a true and fair view of (if audited) or fairly present (if unaudited) its consolidated financial condition as at the end of, and consolidated results of operations for, the period to which they relate. (e) The budgets and forecasts supplied under this Agreement were arrived at after careful consideration and have been prepared in good faith on the basis of recent historical information and on the basis of assumptions which were reasonable as at the date they were prepared and supplied. (f) Since the date of the Original Financial Statements or, once subsequent financial statements have been delivered pursuant to clause 22.1 (Financial statements), the most recent financial statements delivered under that clause, there has been no material adverse change in its assets, business or financial condition (or the assets, business or consolidated financial condition of the Group, in the case of the Parent).

  • Monthly Financial Statements As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);

  • Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.

  • 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.

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown 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. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • 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;

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