Acquired Company Financial Statements definition

Acquired Company Financial Statements has the meaning set forth in Section 4.5(a).

Acquired Company Financial Statements shall have the meaning set forth in Section 3.5.

Acquired Company Financial Statements means: (i) the audited consolidated balance sheets of the Acquired Company Entities as of December 31, 2019 and December 31, 2018 and in each case the related audited consolidated statements of income and cash flows of the Acquired Company Entities for the twelve-month periods then ended, (ii) (x) the unaudited interim consolidated balance sheets of the Acquired Company Entities as of March 31, 2020 and June 30, 2020 and in each case the related unaudited interim consolidated statements of income and cash flows of the Acquired Company Entities for the year to date periods then ended and the corresponding year to date periods ended March 31, 2019 and June 30, 2019 and (y) in the event the Closing Date has not occurred prior to November 12, 2020, the unaudited interim consolidated balance sheet of the Acquired Company Entities as of September 30, 2020 and the related unaudited interim consolidated statements of income and cash flows of the Acquired Company Entities for the nine months then ended and the corresponding nine month period ended September 30, 2019 (in each case of this clause (ii), with respect to which the independent auditors for the Acquired Company Entities shall have performed a SAS 100 or equivalent review) and (iii) in the event the Closing Date has not occurred prior to February 12, 2021, the audited consolidated balance sheet of the Acquired Company Entities as of December 31, 2020 and the related audited consolidated statements of income and cash flows of the Acquired Company Entities for the twelve-month period ended December 31, 2020, in each case of the foregoing clauses (i), (ii) and (iii), which financial statements shall be in conformity with GAAP applied on a consistent basis during and across the periods involved.

Examples of Acquired Company Financial Statements in a sentence

• The Arranger shall have received (i) the Historical Acquired Company Financial Statements and (ii) the Pro Forma Balance Sheet.

• As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Acquired Company Financial Statements or the notes thereto except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

• As of the Closing Date, neither the Borrower nor any Restricted Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Borrower Financial Statements, the Historical Acquired Company Financial Statements or the notes thereto except as could not, individually or in the aggregate, reasonably be expected to result in a Material Adverse Effect.

• As of the Closing Date, neither the Borrower nor any Subsidiary has any contingent liability or liability for Taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Borrower Financial Statements, the Historical Acquired Company Financial Statements or the notes thereto and that, in any such case, is material in relation to the business, operations, assets or financial condition of the Borrower and the Subsidiaries, taken as a whole.

• Except as specifically identified in the Acquired Company Financial Statements, the Acquired Company has good, marketable title, without any Liens or encumbrances of any nature whatever, to its assets, properties and rights of every type and description that are reflected on the Acquired Company Financial Statements.

• The Acquired Company Financial Statements present fairly in all material respects the financial condition of APS and MFR on a consolidated basis as of the dates thereof and the results of its operations for the periods identified therein.

• The Acquired Company Financial Statements are audited and have been prepared in accordance with generally accepted accounting principles applicable in the country of Mexico and fairly present in all material respects the financial condition of the Acquired Company as of the periods presented.

• Except as specifically identified in the Acquired Company Financial Statements, neither the Equity Holders nor any member of their respective families have any interest of any nature whatever in any supplier, customer, creditor or competitor of any Acquired Company.

• After the Closing Date, ARCS will indemnify and hold each of the Equity Holders harmless against any loss, claim, liability or expense (including legal fees and litigation costs) incurred by an Equity Holder as a result of any debt or liability of APS or MFR, unless the existence of the debt or liability was not disclosed in the Acquired Company Financial Statements or otherwise constitutes a breach of a warranty made in this Agreement.

• Except as specifically identified in the Acquired Company Financial Statements, the Acquired Company does not owe any money, securities, or property to any of the Equity Holders or any member of their families or to any company controlled by or under common control with such a person, directly or indirectly.

More Definitions of Acquired Company Financial Statements

Acquired Company Financial Statements has the meaning given such term in Section 5.12.

Acquired Company Financial Statements shall refer to (A) the balance sheets of each of the Consolidated Entities of the Acquired Company as of December 31, 1995 and December 31, 1994 audited by Paneth Xxxxx and Xxxxxxxxx, LLP (the "Auditors") and the statement of operations, cash flow and stockholder equity for the periods then ended ("Audited Statements") and (B) unaudited consolidated balance sheets of the Acquired Company as of June 30, 1996 and statement of operations, stockholder deficit and cash flow for the period ending on such date reflecting the acquisition of the "Consolidated Entities" as hereinafter defined by the Acquired Company ("Combined Statements").