Updated Financial Statements. The Companies shall use commercially reasonable efforts to prepare and deliver to the Buyer (at their sole cost and expense) certain new financial statements of the Enhanced Entities described on Schedule 6.19; provided, however, that that the delivery of such financial statements shall not be a condition to, or otherwise delay, the Closing if the conditions set forth in Section 8.1 and Section 8.3 (other than those conditions which, by their nature, are to be satisfied on the Closing Date, but are expected to be satisfied at the Closing) have been satisfied or waived.
Updated Financial Statements. As soon as available and in any event within thirty (30) days after the end of each month prior to the Closing Date, commencing with March 2006, the Seller shall deliver to the Buyer a balance sheet and related statements of operations and cash flows of the Business as of, and for the period then ended. All such financial statements shall be covered by and conform to the representations and warranties set forth in Section 6.5 hereof and shall be included in the term “Financial Statements” for purposes of this Agreement.
Updated Financial Statements. VAR is required to submit updated financial statements to Autodesk, within five (5) business days following Autodesk’s request.
Updated Financial Statements. (a) Prior to the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, deliver to BCP, promptly upon their being prepared, audited and unaudited financial statements for the Company and its Subsidiaries equivalent to and for the dates and periods reflected on the Financial Statements.
(b) No later than forty-five (45) days after the end of each calendar quarter (or such shorter period as is then required by the Securities and Exchange Commission of public reporting companies), (i) prior to the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and (ii) following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, deliver to BCP, promptly upon their being prepared, true and complete copies of the unaudited combined balance sheet of the Company and its Subsidiaries for each calendar quarter after September 30, 2002 and the related combined statements of operation, changes in stockholder's investment and cash flows for the period beginning on the preceding January 1 and ending on such quarter end date, together with the financial statements for the corresponding period in the preceding fiscal year (collectively, the "UPDATED FINANCIAL STATEMENTS"). Prior to the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted under the Northrop/TRW Merger Agreement, to cause TRW to, and following the Northrop/TRW Closing, Northrop Grumman and TRW each shall, use its reasonable best efforts to cause TRW's auditors to perform a SAS 71 review with respect to such Updated Financial Statements. The Updated Financial Statements will present fairly the combined financial position, results of operations and cash flows of the Company and its Subsidiaries for the periods and dates covered thereby and will be prepared in accordance with GAAP, consistently applied, except for the absence of notes required in connection with unaudited statements.
(c) If required in order to facilitate Parent's marketing activity with respect to the financing of the transactions contemplated hereby, (i) prior to the Northrop/TRW Closing, Northrop Grumman shall, and shall use its reasonable best efforts, so far as is permitted u...
Updated Financial Statements. Within 45 days of Merger Closing Date, NEC shall have delivered to DataMEG audited financial statements of NEC for the period ended on the Merger Closing Date and a representation that these financial statements fairly present in all material respects the financial position of NEC as of such date and the results of operations for the period covered thereby, and have been prepared in accordance with GAAP consistently applied throughout the periods indicated except for (i) normal year-end audit adjustments (which will not be material, individually or in the aggregate) and (ii) footnotes.)
Updated Financial Statements. Touch 1 shall have provided Z-Tel ---------------------------- with audited financial statements of Touch 1 as of, and for the one year periods ended, December 31, 1997, 1998 and 1999 (including related notes and schedules, if any), which shall (1) have been prepared in accordance with GAAP, (2) be accompanied by the unqualified audit opinion of Touch 1's firm of independent certified public accountants and all related management letters, (3) be true, complete, and correct in all material respects as of the date thereof, (4) be in accordance with and supported by and consistent with the books and records of Touch 1, including a general ledger and detailed trial balances made available to Z-Tel and maintained in accordance with good business practices, (5) present fairly the financial position and the results of operations, changes in stockholders' equity, and statements of cash flows of Touch 1 as of the dates and for the periods indicated, (6) not be materially different from the Touch 1 Financial Statements (as defined in Section 6.7), except to reflect transactions occurring in the ordinary course of business, and (7) be accompanied by representations and warranties as to the foregoing.
Updated Financial Statements. At the earliest practicable date, Touch ---------------------------- 1 shall deliver updated Touch 1 Financial Statements.
Updated Financial Statements. If the Closing occurs on or after November 1, 2007, at or prior to the Closing, the Company shall deliver to Purchaser unaudited consolidated balance sheets and statements of income, changes in members’ equity, and cash flow as of and for the nine months ended September 30, 2007 for the Company and its Subsidiaries (the “Updated Company Financials”).
Updated Financial Statements. From the date of this Agreement until the Closing Date or the termination of this Agreement, Seller will provide to Purchaser as promptly as practicable, but in no event later than the twentieth (20th) day following the end of the relevant calendar month, the monthly unaudited financial statements of Seller provided to management (including any related schedules thereto) for each of the calendar months ended after the date of this Agreement.
Updated Financial Statements. Section 7.17(b)........................................42 VSSI......................................................Section 1.1(b)..........................................2 MASTER PURCHASE AGREEMENT MASTER PURCHASE AGREEMENT, dated as of November 18, 2002 (this "AGREEMENT"), by and between NORTHROP GRUMMAN CORPORATION, a Delaware corporation ("NORTHROP GRUMMAN"), and BCP ACQUISITION COMPANY L.L.C., a Delaware limited liability company ("BCP").
