Abbreviated Financial Statements definition

Abbreviated Financial Statements means (a) (i) an audited statement of assets acquired and liabilities assumed and statement of revenues and direct operating expenses, in each case, with respect to the Business as of, and for each of the years ended, December 31, 2011 and December 31, 2012, together with associated notes to those financial statements, (ii) unaudited statements of assets acquired and liabilities assumed and statements of revenues and direct operating expenses, in each case, with respect to the Business as of, and for each of the quarters ended, March 31, 2012 and March 31, 2013, together with associated notes to those unaudited financial statements (and, if the Closing Date occurs on or after August 15, 2013, as of, and for each of the quarters ended, June 30, 2012 and June 30, 2013), in the case of clauses (i) and (ii), with such financial statements to be prepared in a manner consistent with the applicable methodologies set forth in Section 2.4(b) of the Disclosure Schedule, (iii) quarterly reviews prepared by the Seller’s independent auditor in respect of such independent auditor’s performance of the procedures specified by the PCAOB for a review of interim financial information as described in AU 722 with respect to the statements of assets acquired and liabilities assumed and statements of revenues and direct operating expenses described in the foregoing clause (ii) and (iv) to the extent the parties reasonably determine the same are required to be filed by the Buyer under Rule 3-05 of Regulation S-X, an audited statement of assets acquired and liabilities assumed and statement of revenues and direct operating expenses, in each case, with respect to the Business, as of, and for the year ended, December 31, 2010, together with associated notes to those financial statements, with such financial statements to be prepared consistent with the applicable methodologies set forth in Section 2.4(b) of the Disclosure Schedule or (b) (i) the Accepted Financial Statements, as of and for the years ended December 31, 2011 and December 31, 2012 and as of and for the quarters ended March 31, 2012 and March 31, 2013 and (ii) to the extent the parties reasonably determine the same are required to be filed by the Buyer under Rule 3-05 of Regulation S-X, the Accepted Financial Statement most comparable to a statement of income, for the year ended December 31, 2010. Confidential Treatment Requested
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Abbreviated Financial Statements means: · Statement of Net Sales and Expenses for the I/SP Business pursuant to the requirements of Rule 3-05 of Regulation S-X. These statements will include net sales less expenses attributable to the I/SP Business. Expenses would include all direct expenses, such as cost of sales, sales and marketing, depreciation and amortization, foreign exchange transaction gains and losses, special and acquisition related charges and all allocations of corporate administrative expenses that have historically been made by Schering-Plough and would only exclude interest, income taxes and the costs of Schering-Plough’s senior executive management (which is considered to be part of corporate overhead); · Statement of Assets Acquired and Liabilities Assumed pursuant to the requirements of Rule 3-05 of Regulation S-X. This statement will consist only of the assets acquired and liabilities to be assumed by an acquirer; · To the extent available, selected cash flow information about cash flows relating to the I/SP Business in the notes to the financial statements. Such information will be prepared consistent with the Statement of Assets Acquired and Liabilities Assumed and Statement of Net Sales and Expenses; and · The notes to the I/SP Business financial statements will disclose the basis of presentation and the nature of the omitted items;
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Abbreviated Financial Statements means those certain “abbreviated financial statements,” as described in 17 CFR § 210.3-05(e)(2), with respect to the Business for the most recently completed fiscal year prior to the Closing Date and the most recently completed interim period in the fiscal year in which the Closing occurs.
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Examples of Abbreviated Financial Statements in a sentence

  • U.S. Nonbank Subsidiaries Held by Foreign Banking Organizations, Abbreviated Financial Statements of U.S. Nonbank Subsidiaries Held by Foreign Banking Organizations, and Capital and Asset Report for Foreign Banking Organizations.

  • Promptly, and in any event, within ten (10) days of the date hereof, the Buyer shall prepare and submit to the Chief Accountant of the Division of Corporation Finance of the U.S. Securities and Exchange Commission (the “SEC”) a request (“Buyer’s Request Letter”) for a letter from the SEC staff expressing no objection to the Buyer’s use of the Abbreviated Financial Statements for purposes of Rule 3-05 of Regulation S-X (such letter expressing no objection, the “Requested Relief”).

  • The Abbreviated Financial Statements only reflect the assets conveyed in the Equity Purchase Agreement, and do not purport to reflect the financial position and results of operations of Surgalign SPV, had such business operated on a stand-alone basis during the periods presented.

  • The Abbreviated Financial Statements are based on the books and records of the Company Group, and fairly present in all material respects the revenues, cost of goods sold and direct expenses of the Company Group for the periods specified therein, all in accordance with GAAP as applied by the Company consistent with its past practices, except for the presentation principles of GAAP.

  • Note 1 to the Abbreviated Financial Statements included in Exhibit 99.1 of this Form 8-K/A provides further information regarding the basis of presentation in the Abbreviated Financial Statements.

  • Seller shall and shall cause its Affiliates and independent auditors to, subject to this Section 7.4.1, prepare and deliver to Buyer financial statements that are consistent with the Request for Abbreviated Financial Statements as approved by the SEC.

  • In the event, once the Audited Abbreviated Financial Statements are finalized, the significance is reasonably determined by Purchaser to be at or above [ *** ]% threshold, Seller shall cause to be prepared and provide to Purchaser KPMG LLP’s SEC Financial Statements for an additional period, in accordance with Regulation S-X.


More Definitions of Abbreviated Financial Statements

Abbreviated Financial Statements is defined in Section 3.5(a).
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