Audited Business Financial Statements definition

Audited Business Financial Statements means the audited combined financial statements of the Lockheed Xxxxxx Predecessor Businesses, together with the notes thereto, as attached in Attachment I to the Agreement.

Audited Business Financial Statements means the audited statement of Assets Acquired and Liabilities Assumed of the Business as of October 31, 2004 and July 31, 2005 and related audited statements of revenues and direct expenses of the Business for the fiscal years ended October 31, 2003 and October 31, 2004 and for the nine-month period ended July 31, 2005 and the related footnotes thereto, together with an unqualified opinion of an internationally recognized independent accounting firm.

Audited Business Financial Statements means the audited consolidated financial statements of the Business for the year ended December 31, 2015 and December 31, 2014.

Examples of Audited Business Financial Statements in a sentence

• Seller shall use its commercially reasonable efforts to prepare and deliver to Purchaser as soon as practicable the Audited Business Financial Statements and the Unaudited Business Financial Statements.

• The Financial Statements have been prepared (and the Audited Business Financial Statements and the Audited Interim Business Financial Statements will be prepared) in accordance with GAAP consistently applied and, in accordance with GAAP, present fairly in all material respects the financial condition and results of operations of Seller for the respective periods covered thereby, except as otherwise set forth in Section 4.05 of the Disclosure Schedule.

• Seller shall have delivered the Audited Business Financial Statements; provided, however, this closing condition will not be deemed satisfied if the financial condition of the Business, as set forth on the Audited Business Financial Statements, is materially worse than the financial condition of the Business as set forth on the Unaudited Business Financial Statements in such a manner as to constitute a Seller Material Adverse Effect.

• Seller shall have delivered the Audited Business Financial Statements to Purchaser.

• Promptly following the completion of the foregoing audit and the delivery of the report thereof by KPMG LLP (the “Audit Report”) to Buyer, Buyer shall deliver to Seller a copy of the 2017 Audited Business Financial Statements and the Audit Report.

• The 2017 Audited Business Financial Statements will be prepared consistently with the principles and practices used in the preparation of the Audited Financial Statements and materiality standards as determined by KPMG LLP with respect to the Business on a stand-alone basis, and (ii) audit adjustments may only be booked to the extent necessary for KPMG LLP to issue an unqualified audit opinion in connection with the audit referred to below.

• All amounts determined pursuant to this Section 5.10 shall be as calculated under GAAP applied on a basis consistent with the preparation of the Audited Business Financial Statements.

• Each of the Audited Business Financial Statements has been prepared based on the accounting books and records of “GE ISC and its Consolidated Subsidiaries” in accordance with GAAP consistently applied throughout the periods involved and presents fairly, in all material respects, the consolidated financial position, results of operations and cash flows of “GE ISC and Consolidated Subsidiaries” as at the dates and for the periods indicated therein.

• The current liability accruals for Taxes with respect to the Company and the Subsidiaries reflected on the Audited Business Financial Statements (excluding any reserve for deferred Taxes established to reflect timing difference between book and Tax income) are adequate to cover Tax liabilities accruing through the date of such Audited Business Financial Statements.

• The “Target” shall mean the product of (x) (A) the sum of “revenue” (as calculated under GAAP applied on a basis consistent with the preparation of the Audited Business Financial Statements (which for the avoidance of doubt includes all amounts for travel and other expenses that are to be reimbursed by and billed to customers)) for the Business for each of the three (3) full calendar months that immediately preceded the Closing Date, multiplied by (B) four (4) and (y) 0.16915.

More Definitions of Audited Business Financial Statements

Audited Business Financial Statements means (i) if the Closing occurs prior to December 15, 2005, the audited consolidated balance sheets of the Business as of October 31, 2003, October 31, 2004 and July 31, 2005 and related audited consolidated statements of income and cash flows of the Business for the fiscal years ended October 31, 2003 and October 31, 2004 and for the nine-month period ended July 31, 2005 and (ii) if the Closing occurs after December 15, 2005, the audited consolidated balance sheets of the Business as of October 31, 2003, October 31, 2004 and October 31, 2005 and related audited consolidated statements of income and cash flows of the Business for the fiscal years ended October 31, 2003, October 31, 2004 and October 31, 2005, and in the case of both clauses (i) and (ii) and the related footnotes thereto, in each case prepared in accordance with GAAP, together with an unqualified opinion of an internationally recognized independent accounting firm.