Baseline Financial Statements definition

Baseline Financial Statements means (a) the audited annual consolidated financial statements of Parent and its Subsidiaries for fiscal years ended December 31, 2014 and December 31, 2015, (b) the most recent interim unaudited consolidated financial statements of Parent and its Subsidiaries prepared in accordance with GAAP (subject to year-end adjustments and footnotes) together with a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year and discussing the reasons for any significant variations, (c) with respect to the Target and its Subsidiaries, historical audited annual consolidated financial statements for fiscal year ended December 31, 2015, and (d) the interim unaudited consolidated financial statements of the Target and its Subsidiaries for the fiscal quarter ended June 30, 2016 and the fiscal quarter ending September 30, 2016, prepared in accordance with GAAP (subject to year-end adjustments and footnotes) together with a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year and discussing the reasons for any significant variations.

Baseline Financial Statements means the consolidated financial statements of Borrower and the Subsidiaries (including all footnotes thereto) for the period ending June 30, 1996, that were submitted to the Banks in connection with Borrower's application for the Loans and are more fully described in Section 3.4 hereof.

Baseline Financial Statements has the meaning set forth in Section 4.7 of the Master Agreement.

Examples of Baseline Financial Statements in a sentence

• Buyer and Parent have received and reviewed the Baseline Financial Statements and are acquainted with the Business.

• Except as otherwise expressly provided herein, all terms of an accounting or financial nature shall be construed in accordance with GAAP as in effect in the United States of America from time to time; provided, however, that, for purposes of determining compliance with any covenant set forth in Article VI, such terms shall be construed in accordance with GAAP as in effect on the date of this Agreement applied on a basis consistent with the application used in preparing the Baseline Financial Statements.

• The Closing Statement shall be prepared on a basis consistent with the accounting principles, practices, policies and methods expressly set forth on Schedule 1.5 and, to the extent not specifically detailed on Schedule 1.5, the accounting principles, practices, policies and procedures required or permitted by GAAP and applied in preparing the 2013 Baseline Financial Statements underlying the 2013 Audited Financial Statements.

• The Baseline Financial Statements were prepared in accordance with generally accepted accounting principles ("GAAP") and present fairly the financial position of Baseline as of the dates thereof and its results of operations and changes in financial position for the periods then ended.

• The Estimated Closing Balance Sheet shall be prepared in a manner consistent with the Baseline Financial Statements and the terms of this Master Agreement and shall reflect Harrxx'x xxxt estimate of the Transferred Assets, Assumed Contract Obligations and other Assumed Liabilities as of the Closing Date.

• The Baseline Financial Statements were prepared in accordance with generally accepted accounting principles (except that they exclude footnotes and are condensed statements), and present fairly in all material respects the financial position of Baseline as of the dates thereof and its results of operations for the periods then ended (subject to normal end of the year adjustments and modifications).

• The Interim Financials have been prepared on a consistent basis with the GAAP principles utilized in the preparation of the 2013 Baseline Financial Statements.

• All intercompany balances between the Business and Seller relating to the $20 Million Convertible Note have been eliminated in the Baseline Financial Statements.

• The 2013 Audited Financial Statements have been prepared from the 2013 Baseline Financial Statements which were prepared utilizing GAAP principles.

• The Baseline Financial Statements are included in Schedule 4.7 and have been prepared in accordance with the accounting records and policies of Harrxx xxx with GAAP and present fairly in all material respects the Transferred Assets and the Assumed Liabilities of the Business as of the dates thereof and the results of its operations for the period then ended, except (a) as set forth on Schedule 4.7 and (b) that the Baseline Financial Statements do not contain all footnote disclosures required by GAAP.

More Definitions of Baseline Financial Statements

Baseline Financial Statements means (a) the audited annual consolidated financial statements of Parent and its Subsidiaries for fiscal years ended December 31, 2016 and December 31, 2017, (b) the most recent interim unaudited consolidated financial statements of Parent and its Subsidiaries prepared in accordance with GAAP (subject to year-end adjustments and footnotes) together with a report setting forth in comparative form the corresponding figures for the corresponding periods of the previous fiscal year and the corresponding figures from the most recent projections for the current fiscal year and discussing the reasons for any significant variations and (c) the most recent business plan delivered to the Super Priority Agent. “BBVA Compass” means Compass Bank, doing business as BBVA Compass. “Beneficial Ownership Certification” means a certification regarding beneficial ownership required by the Beneficial Ownership Regulation, which certification shall be substantially similar in form and substance to the form of Certification Regarding Beneficial Owners of Legal Entity Customers published jointly, in May 2018, by the Loan Syndications and Trading Association and Securities Industry and Financial Markets Association. “Beneficial Ownership Regulation” means 31 C.F.R. § 1010.230. “Borrower” has the meaning assigned to such term in the introductory paragraph hereto. “Borrower Consultant” has the meaning set forth in Section 6.22. “Borrower Materials” has the meaning assigned to such term in Section 10.2(d)(i). “Business Day” means any day other than a Saturday, Sunday or other day on which commercial banks are authorized to close under the Laws of, or are in fact closed in, New York or the state where the Super Priority Agent’s Office is located. “Capital Expenditures” has the meaning set forth in Section 1.1 of the Existing Credit Agreement. “Cash Availability” means the aggregate amount of all cash and Cash Equivalents held in the Loan Parties’ deposit or other accounts (in each case other than any Cash Availability Excluded Amounts). “Cash Availability Excluded Amounts” means, without duplication, (a) cash and Cash Equivalents held in accounts that satisfy clause (b), clause (d) or clause (e) of the definition of “Excluded Accounts” and (b) cash and Cash Equivalents held in accounts of any Loan Party (that is not a wholly owned Subsidiary of the Borrower), to the extent that the declaration or payment of dividends or similar distributions by such Loan Party of such cash or Cash Equ...

Baseline Financial Statements has the meaning set forth in Section 7.1(e).

Baseline Financial Statements has the meaning set forth in SECTION 4.4.