US GAAP Financial Statements. Prior to the Closing, the Company shall deliver to Mill Basin the U.S. GAAP Financial Statements of the Company in final form. The U.S. GAAP Financial Statements shall have been audited by the Accountant.
US GAAP Financial Statements. The Company shall take any and all actions as are necessary or appropriate (i) to prepare, in accordance with United States generally accepted accounting principles, consolidated financial statements of the Company and its subsidiaries as of and for the fiscal years ended June 30, 2002, 2003 and 2004 (the "US GAAP Financial Statements") and (ii) allow for Amper, Politziner & Xxxxxx P.C. and/or an affiliate thereof (the "US Auditor") to conduct an audit of the US GAAP Financial Statements. The Company shall use its best efforts to deliver to Subscriber the US GAAP Financial Statements as soon as practicable after the date hereof and, in any event, by February 28, 2004. Subscriber shall (i) reimburse the Company for all reasonably documented accounting fees and expenses incurred by it as a result of complying with this Section 3(b), and (ii) pay for all fees and expensed of the US Auditor relating to the preparation of the US GAAP Financial Statements.
US GAAP Financial Statements. The Borrower Parties have heretofore furnished to the Agent (a) (i) an audited consolidated balance sheet and related consolidated statements of earnings and cash flows for all of the Euronet Entities as a group, and (ii) as shown on Schedule 7.5, (A) an unaudited balance sheet and related statements of earnings and cash flows for the Borrower and (B) a balance sheet and statement of earnings and cash flows for the Borrower Agent, each as of and for the Borrower Agent’s fiscal year ended December 31, 2005, and (b) (i) an unaudited consolidated balance sheet and unaudited statements of earnings and cash flows for all of the Euronet Entities as a group, and (ii) as shown on Schedule 7.5, (A) an unaudited combining balance sheet and unaudited statements of earnings and cash flows for the Borrower and (B) an unaudited individual balance sheet and unaudited statement of earnings and cash flows for the Borrower Agent, each as of and for the quarter ended September 30, 2005. Such financial statements fairly state the financial condition and results of operations of the applicable Person or Persons as of such dates and for such periods. No applicable Euronet Entity had on said date any material (on a consolidated basis) contingent liabilities, material (on a consolidated basis) liabilities for taxes, unusual forward or long-term commitments or unrealized or anticipated losses from any unfavorable commitments, except as referred to or reflected or provided for in said balance sheet or the notes thereto as at said date or otherwise disclosed as required under the rules and regulations of the SEC. If any such matters are not included in the financial statements of the Borrower Parties, but are otherwise disclosed in a Borrower Party’s SEC filings or any other filings with the Registrar of Companies in India, then the Borrower Parties will provide a copy of such filings to the Agent and identify the relevant disclosure. Such financial statements were prepared in accordance with GAAP applied on a consistent basis. Since September 30, 2005, no material adverse change has occurred in the business, properties, financial condition, prospects or results of operations of the Borrower or the Euronet Entities (on a consolidated basis).
US GAAP Financial Statements. The Company shall take any and all actions as are necessary or appropriate to (i) prepare, in accordance with US GAAP, the US GAAP Financial Statements and (ii) allow for the Auditor to conduct an audit of the US GAAP Financial Statements. The Company shall use its best efforts to deliver to MSGI the US GAAP Financial Statements as soon as practicable after the date hereof and, in any event, by December 31, 2005.
US GAAP Financial Statements. Sellers undertake to procure that the Company (i) prepares at its cost the US GAAP unaudited full year and quarterly balance sheets and income statements as referred to in Section 6.3.7 as soon as reasonably possible after the date hereof, (ii) consults with Purchaser and its accountants in preparing such balance sheets and income statements and (iii) delivers such balance sheets and income statements to Purchaser no later than ten (10) Business Days prior to the Closing Date for review and comment and take into consideration any comments Purchaser and its accountants may have in respect of such financial statements.
US GAAP Financial Statements. (a) Promptly after the date hereof but no later than one hundred twenty (120) days from the date hereof, Proha shall provide the Company with audited consolidated balances sheet of the Artemis Entities and their consolidated Subsidiaries as of December 31, 1999, December 31, 2000 and March 31, 2001, together with the related audited consolidated statements of operations, stockholders' equity and cash flows for the fiscal years ended December 31, 1998, 1999 and 2000 and the fiscal quarter ended March 31, 2001, and the notes thereto (only with respect to the consolidated balance sheet and related financial statements as of December 31, 1998, 1999 and 2000, as the case may be), accompanied by the unqualified opinion thereon of KPMG LLP (collectively, the "Artemis Entities U.S. GAAP Financial Statements") and if required, selected financial information concerning the Artemis Entities and their consolidated subsidiaries. Artemis Entities U.S. GAAP Financial Statements (including the notes thereto (only with respect to the audited financial statements as of December 31, 1998, 1999 and 2000)) shall be prepared in accordance with U.S. GAAP and present fairly, in all material respects, the consolidated financial position and results of operation of the Artemis Entities and their consolidated Subsidiaries as of December 31, 1998, 1999 and 2000 and March 31, 2001 and for the fiscal year and fiscal quarter, respectively, then ended.
(b) Proha acknowledges that the Company will use the Artemis Entities U.S. GAAP Financial Statements for use in its proxy statement sent to the stockholders of Company pursuant to Section 5.5.
(c) The audited consolidated income statement for the fiscal year ended December 31, 2000 included in the Artemis Entities U.S. GAAP Financial Statements shall not materially differ from the pro forma revenues and earnings before interest income and expense, amortization of goodwill, acquisition costs, management fees and translation adjustments of the Artemis Entities (excluding PPOY) for the fiscal year then ended as set forth on Schedule 6.5.
US GAAP Financial Statements. The US GAAP audited consolidated financial statements and the interim unaudited consolidated financial statements of the Company included and/or incorporated by reference in the Registration Statement and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial positions of the Company and its consolidated subsidiaries as of the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; the said financial statements have been prepared in conformity with US GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included and/or incorporated by reference in the Registration Statement and the Prospectus present fairly in accordance with US GAAP the information required to be stated therein. The US GAAP selected financial and operating data included and/or incorporated by reference in the Registration Statement and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the US GAAP audited financial statements incorporated by reference in the Prospectus.
US GAAP Financial Statements. The U.S. GAAP audited consolidated financial statements and the interim unaudited consolidated financial statements of the Company included and/or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus, together with the related schedules and notes, present fairly, in all material respects, the financial positions of the Company and its consolidated subsidiaries as of the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; the said financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved and the audit of such financial statements has been conducted in compliance with the PCAOB’s standards. The supporting schedules, if any, included and/or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly in accordance with U.S. GAAP the information required to be stated therein. The U.S. GAAP selected financial and operating data included and/or incorporated by reference in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information shown therein and have been compiled on a basis consistent with that of the U.S. GAAP audited financial statements included and/or incorporated by reference in the Time of Sale Prospectus and the Prospectus. Except for the financial statements of betapharm included or incorporated by reference in the Time of Sale Prospectus and the Prospectus, no financial statements of any other person is required to be included in the Time of Sale Prospectus and the Prospectus pursuant to Rule 3-05 of Regulation S-X. The pro forma financial statements and the related notes thereto included in the Registration Statement, the Time of Sale Prospectus and the Prospectus present fairly the information shown therein, comply as to form in all material respects with the applicable accounting requirements of Regulation S-X under the Act and have been properly compiled on the bases described 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. Other than the pro forma financial statements included in the Time of Sale Prospectus and the Prospectus and the information under the caption “...
US GAAP Financial Statements. (a) The JV Holding Company shall prepare consolidated annual and quarterly financial statements for the Joint Venture in accordance with US GAAP (in addition to any other financial statements required by applicable Law). The annual US GAAP financial statements shall be audited by an independent accounting firm of recognized international standing (which may be the independent auditor of Superior). Certain of the accounting terms used in this Agreement, the Shareholders Agreement and the Subordinated Note are to be determined in accordance with US GAAP.
(b) Certain principles and practices to be initially applied in the preparation of the Joint Venture’s consolidated financial statements under US GAAP are described in Exhibit 1.4 hereto. Exhibit 1.4 is intended to reflect selected accounting principles and practices, but the parties understand and agree that it does not constitute an exhaustive list of all accounting principles and practices that may be material to the preparation of such financial statements. Essex agrees to provide to Nexans prompt notice of any change in the application of US GAAP by Superior (whether as a result of a change in generally applicable accounting principles or in the principles or practices applied by Superior, and whether or not reflected on Exhibit 1.4) that would, when applied to the consolidated financial statements of the Joint Venture, have an impact on the determination of amounts under this Agreement, the Shareholders Agreement and/or the Subordinated Note. The parties shall negotiate in good faith with a view to adapting the terms of this Agreement, the Shareholders Agreement or the Subordinated Note, as applicable, so as to maintain the economic rights and obligations of the parties hereunder and thereunder; provided that for any period beginning after the close of the 2006 financial year, such an adaptation shall only be required if the Joint Venture changes the accounting principles that it applies (but not (i) as a result of a mandatory change in United States generally accepted accounting principles or (ii) if the Joint Venture changes its practices under then existing accounting principles). If the parties are unable to agree whether an adaptation is required pursuant to this Section 1.4(b), or are unable to agree on the terms of such adaptation, in each case within thirty days of the date on which Essex is required to provide the notice referred to above, either party may request that the matter be finally de...
US GAAP Financial Statements. The U.S. GAAP audited consolidated financial statements and the interim unaudited consolidated financial statements of the Company included and/or incorporated by reference in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Japanese Securities Registration Statement, together with the related schedules and notes, present fairly, in all material respects, the financial positions of the Company and its consolidated subsidiaries as of the dates indicated and the statement of operations, stockholders’ equity and cash flows of the Company and its consolidated subsidiaries for the periods specified; the said financial statements have been prepared in conformity with U.S. GAAP applied on a consistent basis throughout the periods involved. The supporting schedules, if any, included and/or incorporated by reference in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Japanese Securities Registration Statement present fairly in accordance with U.S. GAAP the information required to be stated therein. The U.S. GAAP selected financial and operating data included and/or incorporated by reference in the Registration Statement, the Time of Sale Prospectus, the Prospectus and the Japanese Securities Registration Statement present fairly the information shown therein and have been compiled on a basis consistent with that of the U.S. GAAP audited financial statements included and/or incorporated by reference in the Time of Sale Prospectus, the Prospectus and the Japanese Securities Registration Statement.
