Seller's Financial Statements. The term "Seller's Financial Statements" shall mean the internally compiled financial statements of the Seller as more fully defined in Section 3.15 herein.
Seller's Financial Statements. If requested by TVA, Seller shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for Seller or Seller’s Guarantor and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for Seller or Seller’s Guarantor. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification, and delivery of the statements.
Seller's Financial Statements. If requested by TVA, Seller shall deliver (i) within 120 days following the end of each fiscal year, a copy of the annual report containing audited consolidated financial statements for such fiscal year for Seller, Seller’s Guarantor or Seller’s Ultimate Parent, and (ii) within 60 days after the end of each of its first three fiscal quarters of each fiscal year, a copy of quarterly report containing unaudited consolidated financial statements for such fiscal quarter for Seller, Seller’s Guarantor or Seller’s Ultimate Parent. In all cases the statements shall be for the most recent accounting period and shall be prepared in accordance with generally accepted accounting principles; provided, however, that should any such statements not be available on a timely basis due to a delay in preparation or certification, such delay shall not be an Event of Default so long as the relevant entity diligently pursues the preparation, certification, and delivery of the statements. FORM OF GUARANTY This Guaranty is made by (“Guarantor”), a corporation created and existing under the laws of the , in favor of the Tennessee Valley Authority (“TVA”), , a corporate agency and instrumentality of the United States of America created by and existing under the Tennessee Valley Authority Act of 1933, as amended, to guarantee any and all obligations and liabilities (“Guaranteed Obligations”), of (“Debtor”), a corporation created and existing under the laws of the . The Obligations which are covered by this Guaranty are all Guaranteed Obligations, whether billed or unbilled, of Debtor arising under or related to any agreement, whether currently existing or hereafter created, including but not limited to: (1) the purchase and sale of electricity, natural gas, or other energy commodities (including damages for non-performance), (2) the purchase, sale or transportation of bituminous coal, limestone or ammonia, (3) the purchase of transmission service, (4) any liability incurred under an interconnection or keep-whole agreement, and (5) any financial derivative transactions under one or more agreements, contracts, or confirmations, or a combination thereof (collectively, the(“Agreement(s)”) entered into between Debtor and TVA. For one dollar and other valuable consideration, receipt of which is hereby acknowledged, Guarantor absolutely and unconditionally guarantees, as a compensated guarantor, the payment when due, by acceleration or otherwise, as well as the performance of all of Debtor...
Seller's Financial Statements. Seller has delivered to Buyer, complete and correct copies of (i) the audited balance sheets of Seller as of December 31, 2002 and 2003 and those related audited statements of income and cash flows, for the fiscal years ended on those dates, together with all footnotes (the “Financial Statements”) and (ii) the unaudited balance sheet and statement of income of Seller for the period ended on August 31, 2004 (the “Interim Financial Statements”). All of such financial statements fairly present, in all material respects, as of and for the periods then ended, as the case may be (subject, in the case of the unaudited balance sheet and income statement, to normal, recurring adjustments and the absence of footnotes), the financial position, results of operations and cash flows of Seller in conformity with GAAP or where inconsistent with GAAP in conformity with statutory or other accounting practices prescribed or permitted by the insurance regulatory authorities in the State of Ohio, in each case applied on a basis consistent throughout the reported periods. Such Financial Statements (iii) do not contain, as the case may be, any item of extraordinary or non-recurring income or expense (except as specified therein); and (iv) reflect all write-offs or necessary revaluation of assets (except as specified therein). Except as set forth on Schedule 3.1(e), the reserves recorded in the accounting records of Seller for HIC contract benefits, losses, claims and expenses and any other reserves (i) were prepared in accordance with the statutory or other actuarial and accounting practices prescribed or permitted by the insurance regulatory authorities of the State of Ohio, (ii) make sufficient provisions for all insurance obligations of Seller; (iii) meet the requirements of any law, rule or regulation applicable to such reserves and the requirements of Seller’s Permits (as defined below); and (iv) are computed on the basis of assumptions consistent with those used in computing the corresponding reserves in the prior fiscal year. All payments to and/or settlements with Medicaid Providers have been accounted for in the appropriate medical expense reserve account (by category of medical expense) and have been reflected as a medical expense of Seller or Summa Health Network, as applicable.
Seller's Financial Statements. Audited Balance Sheet as of fiscal year December 31, 2005 and 2004, and the related statements of income, members' equity, and cash flows for the year ended December 31, 2005, and for the period from March 5, 2004 to December 31, 2004, and for the period from March 5, 2004 (inception) through December 31, 2005, referenced as Exhibit "A".
Seller's Financial Statements. Sellers shall provide Purchaser with financial records related to its operation of the Telematics Hardware Business prior to the Closing and such other information and schedules reasonably requested by Purchaser to enable Purchaser to satisfy its reporting and filing obligations with the SEC and as otherwise required by Law, including preparation and completion of audited and reviewed financial statements and related footnotes as required by the SEC. In connection therewith, Sellers shall reasonably assist Purchaser and make themselves reasonably available to respond to questions from Purchaser’s Representatives.
Seller's Financial Statements. Unaudited Balance Sheet as of fiscal year December 31, 2009 and 2008, referenced as Exhibit "A".
Seller's Financial Statements. (i) Schedule 2.5(a)(i) sets forth the audited balance sheet of Seller as of December 31, 1999, and the related audited statements of income, cash flows and stockholders' equity for the 12-month period then ended (the "Year-End Financials") and (ii) Schedule 2.5(a)(ii) sets forth the unaudited balance sheet of Seller as of June 30, 2000, and the related unaudited statements of income, cash flow and stockholders' equity for the six-month period then ended (the "Interim Financials"). The Year-End Financials and the Interim Financials have been prepared in accordance with GAAP on a basis consistent with each other and with the written financial information contained in the confidential presentation to Buyer's management or supplied to Buyer's management prior to the date hereof. The Year-End Financials and the Interim Financials present fairly the financial condition, operating results and cash flows of Seller as of the dates and during the periods indicated therein, subject to normal year-end adjustments, which are not material in amount in any individual case or in the aggregate. Seller's unaudited balance sheet as of June 30, 2000 is referred to herein as the "Current Balance Sheet."
(b) Schedule 2.5(b) includes statements setting forth (i) the Inventory Value as of June 30, 2000 and July 31, 2000 and (ii) the revenues of the Business for the six-month period ended June 30, 2000. The statements set forth on Schedule 2.5(b) have been prepared in accordance with GAAP and on a basis consistent with the Year-End Financials, the Interim Financials and with the written financial information contained in the confidential presentation to Buyer's management or supplied to Buyer's management prior to the date hereof.
Seller's Financial Statements. Each of the consolidated balance sheets included in Seller's Financial Statements fairly presented, in all material respects, the consolidated financial position of Seller as of the dates set forth in those consolidated balance sheets. Each of the consolidated statements of income and of cash flows included in Seller's Financial Statements, fairly presented, in all material respects, the consolidated results of operations and cash flows, as the case may be, of Seller for the periods set forth in those consolidated statements of income and of cash flows (except for, in the case of unaudited quarterly statements, the omission of certain notes, and normal year-end audit adjustments that in the opinion of Seller's management were not, at the time, material in amount or effect to the financial statements taken as a whole), in each case prepared in conformity with GAAP (except, in the case of unaudited quarterly statements, as permitted by Form 10-Q of the SEC) consistently applied throughout the periods indicated.
Seller's Financial Statements. Seller and Shareholder have delivered to Buyer (and such Financial Statements are attached as Schedule 4.12.1) the following financial statements and related notes (collectively the “Financial Statements”): (a) Statements of Assets, Liabilities and Equity, Statements of Revenues and Expenses, Statements of Retained Earnings for the years ended December 31, 2006, December 31, 2005 and December 31, 2004, and (b) Seller’s internally prepared financial statements for the period ended August 31, 2007 which were prepared on an accrual accounting basis (the “Interim Financial Statements”). The Financial Statements (including any notes thereto) are accurate and consistent with the books and records of Seller (which, in turn, are accurate and complete) and except as otherwise noted therein have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other (subject, in the case of the Interim Financial Statements, to customary year-end adjustments and the absence of footnotes). The Financial Statements fairly present the financial condition and operating results of Seller as of the dates, and for the periods, indicated therein, subject to normal year-end adjustments and the absence of footnotes with respect to the Interim Financial Statements. Except as disclosed in the Financial Statements, Seller is not a guarantor or indemnitor of any indebtedness of any other Person, firm or corporation.
