Company Financials means the Audited Financial Statements and the Interim Financial Statements.
Company Financials means (i) the audited consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Companies as of December 31, 2021 and December 31, 2020, and the related consolidated audited income statements, changes in stockholders’ equity and statements of cash flows for the fiscal years then ended, each audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards, and (ii) the unaudited consolidated financial statements of the Target Companies, consisting of the consolidated balance sheet of the Target Companies as of March 31, 2022 (the “Interim Balance Sheet Date”), and the related unaudited consolidated income statement, changes in stockholder equity and statement of cash flows for the three (3) months then ended. Except to the extent contained in the Company SEC Reports and available on the SEC’s web site through XXXXX, true and correct copies of the Company Financials have been provided to the Purchaser. The Company Financials (i) accurately reflect the books and records of the Target Companies as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which are not expected to be material in amount), (iii) comply with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder including Regulation S-X or Regulation S-K, as applicable, and (iv) fairly present in all material respects the consolidated financial position of the Target Companies as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Companies for the periods indicated. No Target Company other than the Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.
Company Financials has the meaning set forth in Section 3.6.
Examples of Company Financials in a sentence
The Company has good and marketable title to, or a valid leasehold interest in or right to use, all of its material assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the most recent the Company Financials and (d) Liens set forth on Schedule 6.17.
More Definitions of Company Financials
Company Financials has the meaning set forth in Section 2.7(a).
Company Financials means the (i) unaudited consolidated financial statement of the Target Company (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Company as of December 31, 2022 and December 31, 2021, and the related consolidated unaudited income statements, changes in stockholder equity and statements of cash flows for the fiscal years then ended (the “Annual Company Financials”), (ii) the Target Company prepared unaudited financial statements, consisting of the consolidated balance sheet of the Target Company as of March 31, 2023 and March 31, 2022 (the “Unaudited Company Financials”) and the related unaudited consolidated income statement, changes in stockholder equity and statement of cash flow. True and correct copies of the Unaudited Company Financials have been provided to the Purchaser. On the date of this Agreement, the Annual Company Financials and the Unaudited Company Financials (i) accurately reflect the books and records of the Target Companies as of the times and for the periods referred to therein, and (ii) fairly present in all material respects the consolidated financial position of the Target Company as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Company for the periods indicated. Immediately prior to Closing, the Company Financials shall (i) accurately reflect the books and records of the Target Companies as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in amount), (iii) comply in all material respects with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder, and (iv) fairly present in all material respects the consolidated financial position of the Target Company as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Company for the periods indicated. The Target Company has never been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.
Company Financials has the meaning set forth in Section 4.07(b).
Company Financials has the meaning set forth in Section 5.08(b).
Company Financials shall have the meaning set forth in Section 2.4(a).
Company Financials means the consolidated financial statements of the Target Companies (including, in each case, any related notes thereto), consisting of the (i) consolidated balance sheets of the Target Companies as of December 31, 2018 (the “Balance Sheet Date”), and December 31, 2017, and the related consolidated audited income statements, changes in shareholder equity and statements of cash flows for the years then ended, each audited in accordance with PCAOB auditing standards by a PCAOB qualified auditor and (ii) reviewed and unaudited consolidated financial statements of the Target Companies, consisting of the consolidated balance sheet of the Target Companies as of September 30, 2019, and the related reviewed and unaudited consolidated income statement, changes in shareholder equity and statement of cash flows for the nine (9) month period then ended. True and correct copies of the Company Financials have been provided to Purchaser. The Company Financials (i) were prepared from the books and records of the Target Companies as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which will not be material in amount), and (iii) fairly present in all material respects the consolidated financial position of the Target Companies as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Companies for the periods indicated. No Target Company has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.
Company Financials means the Company Year-End Financial Statements and the Company Interim Financial Statements.