Carveout Financial Statements definition

Carveout Financial Statements means (a) a consolidated balance sheet for the Bank and the Transferred Subsidiaries (taking into account the Excluded Assets and Liabilities Transfer) as of December 31, 2021, and the related consolidated statements of comprehensive income for the year ended December 31, 2021, and (b) a consolidated balance sheet for Bank and the Transferred Subsidiaries (taking into account the Excluded Assets and Liabilities Transfer) as of the end of each fiscal quarter subsequent to December 31, 2021, and the related consolidated statements of income for the fiscal year-to-date period then ended. The Carveout Financial Statements will be prepared on a consistent basis as the carveout financial statements included in Section 1.3 of the Dataroom. If Purchaser is required to file financial statements related to the acquired business of the Bank and the Transferred Subsidiaries after the Closing for SEC reporting purposes (including pursuant to Item 9.01 of Form 8-K), then at the request of Purchaser, prior to Closing, Sellers shall, and shall cause the Bank and the Transferred Subsidiaries to, assist the Purchaser with the preparation of the financial statements and financial information required by the applicable requirements of Regulation S-X promulgated by the SEC, including by facilitating the audit or review, as required, of such financial statements and financial information by the Bank’s independent auditors in accordance with applicable Law and auditing standards; provided that Purchaser shall reimburse Seller for all reasonable, documented out-of-pocket expenses of the Bank’s independent auditors in connection with such audit or review.

Carveout Financial Statements means carveout financial statements for the Transferred Business as of and for the year ending December 31, 2012, December 31, 2013 and as of and for the quarter ending March 31, 2014, prepared in English and in accordance with U.S. GAAP, and, if required by law or regulation, audited or reviewed, as applicable, by accounting auditors.

Carveout Financial Statements has the meaning set forth in Section 5.24(b). “Cash Consideration” means an amount in U.S. dollars in cash equal to (a) the Purchase Price minus (b) the Stock Consideration Value. “CECL” means Current Expected Credit Losses, a credit loss accounting standard that was issued by the Financial Accounting Standards Boards on June 16, 2016, pursuant to Accounting Standards Update (ASU) No. 2016, Topic 326. “Claim Notice” has the meaning set forth in Section 8.1(d). “Closing” has the meaning set forth in Section 2.2(a). “Closing Balance Sheet” means a balance sheet of the Bank as of the close of business on the day immediately preceding the Closing Date, using the same methodologies, assumptions, accounting policies, principles, practices and categories used in the preparation of the balance sheet shown in Schedule 2 (including, for the avoidance of doubt, with such balance sheet being calculated (a) on a “going concern” basis, (b) not taking into account any changes in the assets or liabilities of the Bank as a result of purchase accounting or any other accounting adjustments in each case arising as a consequence, in and of themselves, of the Stock Sale, (c) taking into account any changes in the assets or liabilities of the Bank as a result of any accounting adjustments in each case arising as a consequence, in and of themselves, of the Excluded Assets and Liabilities Transfer.) For the avoidance of doubt, the Closing Balance Sheet will reflect the effect of the Excluded Assets and Liabilities Transfer and the effect of the Special Dividend Transaction.

Examples of Carveout Financial Statements in a sentence

• The Carve-out Financial Statements reflect the assets, liabilities, revenues and expenses directly attributable to AFI-IO, as well as allocations deemed reasonable by management, to present the financial position, results of operations, changes in invested equity and cash flows on a stand-alone basis.

• Combination and Basis of Presentation The Carve-out Financial Statements include our accounts after eliminating all significant intercompany balances and transactions and include all variable interest entities (VIEs) in which we are the primary beneficiary.

• The Carve-out Financial Statements have been prepared in accordance with GAAP as applicable to the carve-out of CapitalSource (except, in the case of interim statements, for the absence of notes thereto and subject to normal year-end adjustments) and present fairly the consolidated financial position of the carve-out of CapitalSource as of and at the dates indicated and the results of operations for the periods specified.

• The Carveout Financial Statements will be prepared on a consistent basis as the carveout financial statements included in Section 1.3 of the Dataroom.

• Combination and Basis of Presentation The Carve-out Financial Statements include the combined financial position and results of operations for AFI-IO entities during the periods owned by AFI.

• See accompanying notes that are an integral part of these Combined Carve-out Financial Statements.

• Furthermore, even if a cause of action was found, the pleading did not disclose the impairment of the relevant aspect of personality relied upon.

• The Carve-out Financial Statements include our accounts after eliminating all significant intercompany balances and transactions and include all variable interest entities (VIEs) in which we were the primary beneficiary.

• These allocations and estimates were based on methodologies that management believes to be reasonable.Management believes the assumptions underlying the Polar Midstream Carve-out Financial Statements are reasonable.

• The Buyer shall have received from Seller by January 25, 1999 a reconciliation of the Latest Balance Sheet to the unaudited Carve-out Financial Statements, prepared in accordance with GAAP.

More Definitions of Carveout Financial Statements

Carveout Financial Statements means the unaudited profit and loss statement and unaudited listing of the Arc Business Assets and the Assumed Liabilities and related supporting schedules as set out in Schedule 3.3(B).

Carveout Financial Statements means the Audited Carveout Financial Statements and the Interim Carveout Financial Statements.

Carveout Financial Statements has the meaning set forth in Section 5.24(b).

Carveout Financial Statements means carveout financial statements for the Transferred Business as of and for the year ending December 31, 2012, December 31, 2013 and as of and for