Closing Audited Financial Statements definition

Closing Audited Financial Statements shall have the meaning set forth in Section 3.3(a).

Closing Audited Financial Statements has the meaning set forth in Section 5.25.

Closing Audited Financial Statements means, collectively, the Annual Financial Statements of the Borrower as at and for the period ended on December 31, 2007, together with the opinion of its auditors thereon containing no qualification as to any limitation imposed by the Borrower on the scope of the audit or as to the Borrower continuing to operate on a going-concern basis and the notes thereto.

Examples of Closing Audited Financial Statements in a sentence

• For greater certainty, Purchaser shall not be liable with respect to any Taxes regarding any sales completed prior to the Closing Date, save and except for the portion of Taxes billed and included in the accounts receivable indicated in the Closing Audited Financial Statements.

• The Closing Audited Financial Statements will be prepared in accordance with generally accepted accounting principles and Vendor’s accounting practices, applied on a basis consistent with those used in the preparation of the Audited Financial Statements and will present fairly and accurately the Purchased Assets and Assumed Liabilities as at the close of business on the Closing Date.

• The Purchaser shall cooperate with Seller’s preparation of the Closing Audited Financial Statements.

• The Material Subsidiaries are set out in the Closing Audited Financial Statements.

• The Closing Audited Financial Statements shall be prepared in accordance with GAAP (except for the absence of footnotes and subject to normal year-end adjustments and presentation items) and shall be accompanied by a certificate of an appropriate executive officer of the Surviving Corporation to the effect that the Closing Audited Financial Statements present fairly, in accordance with GAAP, the financial condition of the Target as of the close of business on the day immediately preceding the Closing Date.

• For the avoidance of doubt, Sellers shall furnish customary representation letters in connection with the Closing Audited Financial Statements to the extent Sellers employ persons in a position to sign such letters.

• The decision of such accounting firm shall be final and binding for purposes of the Closing Audited Financial Statements.

• The Closing Audited Financial Statements shall be audited by a national or international firm of independent public accountants which may be the Parent's principal outside auditors (the "Accounting Firm").

• The balance sheet contained in the Closing Audited Financial Statements shall be referred to herein as the "Closing Audited Balance Sheet".

• The Sellers shall deliver the Closing Audited Financial Statements to the Purchaser as soon as reasonably practicable and in no event later than four (4) months following the Closing Date.

More Definitions of Closing Audited Financial Statements

Closing Audited Financial Statements means, collectively, the annual financial statements of the Borrower as at and for its financial year ended on December 31, 1999, together with the unqualified opinion of its auditors thereon and the notes thereto;