SELLER'S FINANCIAL INFORMATION. The agreement between the parties evidenced by this Agreement has been reached based on financial information about Seller, the Assets and the Business as of September 30, 1996, all provided to PSC by Seller. The unaudited Balance Sheet of Seller as of December 31, 1996 ("Balance Sheet Date"), is attached hereto as Exhibit 1.6 and is hereinafter referred to as the "Balance Sheet".
SELLER'S FINANCIAL INFORMATION. Seller has heretofore furnished PSC and Parent with copies of financial information about Seller as set forth on Exhibit 2.5 attached hereto, including, but not limited to, the Balance Sheet. All such financial statements have been prepared in accordance with generally accepted accounting principles consistently followed throughout the periods indicated, reflect all liabilities of Seller as of their respective dates, and present fairly the financial position of Seller as of such dates and the results of operations and cash flows for the period or periods reflected therein.
SELLER'S FINANCIAL INFORMATION. Upon request by Xxxxx, Seller shall promptly deliver to Buyer the following financial and other information: (i) Upon receipt of an Order, Seller’s financial statements for the two most recently ended fiscal years (audited, if available);
SELLER'S FINANCIAL INFORMATION. Seller has heretofore furnished PRG Sub with copies of financial information ("Financial Statements") about Seller, including the unaudited Balance Sheet ("Balance Sheet") as of December 31, 1995 ("Balance Sheet Date"). All such financial statements have been prepared in accordance with g e n erally accepted accounting principles consistently followed throughout the periods indicated, reflect all liabilities of Seller, including all contingent liabilities of Seller as of their respective dates, and present fairly the financial position of Seller as of such dates and the results of operations and cash flows for the period or periods reflected therein.
SELLER'S FINANCIAL INFORMATION. Seller has attached as SCHEDULE 2.6 Seller's un-audited financial statements (balance sheets and income statements), at and for the fiscal year ending December 31, 2001, December 31, 2002, December 31, 2003, and the un-audited financial statements (balance sheet and income statement) at and for the four month period ending April 30, 2004 (the "Internal Financial Statements") (with April 30, 2004 being the "Financials Date"). Seller will provide to Purchaser, at Seller's sole expense, within sixty (60) days of the Closing Date audited financial statements of Seller's business at and for the fiscal years ending December 31, 2002 and December 31, 2003 (including a balance sheet, income statement, statement of cash flows and footnotes related thereto), and the audited financial statements (balance sheet, income statement, statement of cash flows and footnotes related thereto) at and for the three (3) month period ending March 31, 2004, (collectively the "Audited Financial Statements"), and such other documents, statements or schedules reasonably requested by Purchaser which will enable, and are to be used by, Purchaser to file Form 8-K reflecting the transaction between Seller and Purchaser (with the Internal Financial Statements and the Audited Financial Statements collectively called the "Seller's Financial Statements"). Seller will be responsible for the retention of a CPA firm which is capable of providing such Audited Financial Statements. The cost of such audit will be included in the Assumed Liabilities set forth in Schedule 1.5. The information contained in the Seller's Financial Statements, including the notes thereto, for the periods reflected therein, will have been prepared in accordance with generally accepted accounting principles, consistently applied. The Seller's Financial Statements, in all material respects: (i) truly and accurately reflect the results of the operations; (ii) fairly and accurately present the financial position of Seller as of the dates indicated therein; and, (iii) are in accordance with the books and records of Seller which have been properly maintained and are complete and correct in all respects. To the knowledge of Seller, the income statement is a true and correct and materially accurate report of the estimated breakout of income and expenses between the long distance and audio conferencing divisions of Glyphics for the interim period specified in accordance with the books and records of Seller.
SELLER'S FINANCIAL INFORMATION. Seller has heretofore furnished ------------------------------ Purchaser with copies of financial information ("Financial Statements") about the Division as of and for the periods ended July 31, 1996 (the "Balance Sheet Date") as set forth on Exhibit 3.6 attached hereto, including the unaudited ----------- Balance Sheet ("Balance Sheet") as of the Balance Sheet Date. All such financial statements have been prepared in accordance with GAAP consistently followed throughout the periods indicated, reflect all liabilities of Seller, including all contingent liabilities of Seller as of their respective dates, and present fairly the financial position of Seller as of such dates and the results of operations and cash flows for the period or periods reflected therein.
SELLER'S FINANCIAL INFORMATION. If SCE is required to consolidate the Seller’s financial statements with SCE’s financial statements for financial accounting purposes under Financial Accounting Standard Boards Interpretation No. 46(R), “Consolidation of Variable Interest Entities” or future guidance issued by accounting profession governance bodies or the United States Securities and Exchange Commission that affects SCE accounting treatment for this Agreement, or in the event the Parties acting in good faith cannot agree on whether consolidation is required, the Parties agree to the following provisions for such period:
(a) Within thirty (30) days following the end of each calendar year, Seller shall deliver to SCE:
(i) Unaudited financial statements together with related footnotes as necessary to comply with generally accepted accounting principles in the United States; and
(ii) A completed annual disclosure checklist with supporting financial schedules necessary for SCE to prepare its annual filing with the United States Securities and Exchange Commission. SCE will provide to Seller such checklist prior to the end of each year and include only items considered material to SCE. If audited financial statements are prepared for the calendar year, Seller shall provide such statements to SCE within five (5) Business Days after those statements are issued. Seller shall prepare its financial statements to be delivered under the terms of this Section 3.17 in accordance with accounting principles generally accepted in the United States of America.
(b) Promptly upon Notice from SCE, Seller shall allow SCE access to Seller’s records and personnel, so that SCE’s internal auditors and independent registered public accounting firm can conduct financial statement audits in accordance with the standards of the Public Company Accounting Oversight Board (United States), as well as internal control audits in accordance with Section 404 of the Xxxxxxxx-Xxxxx Act of 2002, as applicable. Within thirty (30) days of Seller’s receipt of Notice from SCE, Seller shall remediate any deficiency in Seller’s internal controls of financial reporting identified by SCE or SCE’s independent registered public accounting firm during or as a result of the audits permitted under this Section 3.17. All expenses for the foregoing shall be borne by SCE.
(c) As soon as possible, but in no event later than two (2) Business Days following the occurrence of any items affecting Seller which, during the term of this Agreement, Seller...
SELLER'S FINANCIAL INFORMATION. The revenues for the Datacenters for the three- (3) month period ended June 30, 2002, as reflected on Schedule 2.6(a) hereto (the "Revenues"), and the expenses for the Datacenter for the three- (3) month period ended June 30, 2002, as reflected on Schedule 2.6(b) hereto (the "Expenses"), have been prepared in accordance with United States generally accepted accounting principles ("GAAP") and fairly present in all material respects the financial condition, Revenues, Expenses and results of operations of the Sellers in respect of the operation of each of the Datacenters in the ordinary course of business as of the dates and for the periods indicated thereby. The Revenues do not, nor will the revenues reflected in the Updated Revenues and Expenses (as defined in Section 4.9 hereof), reflect any accounts receivable of the Sellers in respect of transactions that are more than ninety (90) days past due, unless such customer has made a payment within thirty (30) days from the date hereof.
SELLER'S FINANCIAL INFORMATION. Option A: If requested by Buyer, Seller shall deliver (i) within one hundred twenty (120) days following the end of each fiscal year, a copy of Seller’s annual report containing audited consolidated financial statements for such fiscal year and
SELLER'S FINANCIAL INFORMATION. Seller has heretofore furnished PSC and Parent with copies of financial information about Seller as set forth on Exhibit 2.5 attached hereto, including, but not limited to, the Balance Sheet. All such financial statements have been prepared on a tax (cash) basis and not in accordance with generally accepted accounting principles ("GAAP") but otherwise have been prepared on a consistent basis throughout the periods indicated, reflect all liabilities of Seller as of their respective dates, and present fairly the financial position of Seller as of such dates and the results of operations and cash flows for the period or periods reflected therein.
