Examples of Business Financials in a sentence
Seller shall use its best efforts to prepare and complete the Audited 2008 Business Financials, and to cause the audit of such financial statements to be completed on or prior to the forty-fifth (45th) calendar day after the Closing Date.
The audit of the Audited 2007 Business Financials by Seller’s independent public accounting firm shall have been completed and the opinion of such independent public accountants on the Audited Business Financials shall contain no material qualifications and shall otherwise be in customary form reasonably satisfactory to Purchaser.
If the Audited 2008 Business Financials are completed and delivered to Purchaser on or prior to the forty-fifth (45th) calendar day after the Closing Date, Purchaser shall cause the Escrow Agent to promptly pay the entire Withheld Amount (including interest with respect thereto) to Seller.
The Business Financials have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods involved (except as may otherwise be indicated therein) and each presents fairly, in all material respects, the financial position of the Business as at the date thereof and the results of its operations and cash flow position for the period indicated.
The Unaudited Business Financials present fairly, in all material respects, the financial position of the Seller Business as of the dates thereof and the results of its operations and cash flows for each of the periods then ended.
The Partnership has made available to Buyer (i) copies of all SEC Reports filed as of the date hereof, and (ii) copies of the Propane Business Financials.
The parties hereby agree that the receipt of any comments or questions from the SEC or the Buyer’s independent accountants or any changes to the S-X Business Financials made in response to such comments or questions shall in no event create any presumption of a breach of the representation and warranty in Section 3.13(b) or that the covenants set forth in Section 5.32(a) were not satisfied or fulfilled.
The Closing Statement will be prepared on the basis of the books and records of the Engenio Business and each line item thereof will be prepared in accordance with GAAP applied consistently with the Unaudited Business Financials.
If the Audited 2008 Business Financials have not been completed and delivered to Purchaser, but all other closing conditions are satisfied or waived, as applicable, and the Parties effect the Closing pursuant to Section 1.6 of this Agreement, Purchaser shall deposit fifteen million dollars ($15,000,000) of the Purchase Price (the “Withheld Amount”) with the Escrow Agent to be held in escrow (on the terms set forth below and such further terms as Purchaser and Seller may mutually agree).
The scope and methodology to be utilized for the Audited Abbreviated Business Financials will be in accordance with the formal request submitted by Purchaser to the SEC and as approved by the SEC.