Delivered Financials definition

Delivered Financials as defined in Section 5.4(a)
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Delivered Financials has the meaning set forth in Section 5.3(b).
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Examples of Delivered Financials in a sentence

  • The Borrower has good and marketable title to all of its tangible and intangible assets subject only to those liens, encumbrances, security interests, assignments, pledges, mortgages or leases set forth on the Delivered Financials.

  • The value of Inventory reflected on the Delivered Financials is set at the lower of cost or market in accordance with GAAP.

  • The Delivered Financials reflect or provide for all fixed and contingent claims against debts and liabilities as of the dates thereof.

  • The Delivered Financials are accurate and complete, have been prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), and fairly and accurately present the assets, liabilities, results of operations and capital as at the dates thereof.

  • There has not been any material adverse change of financial condition between the date of the most recent of the Delivered Financials and the date of this Agreement.

  • To the extent required, the Borrower has paid over the Withholding Taxes to the proper governmental authorities on a timely basis or has reflected them as a liability in the Delivered Financials.

  • There has not been any material change of financial condition between the date of the most recent of the Delivered Financials and the date of this Agreement.

  • To Borrower's actual knowledge, except for reserves as reflected in the Delivered Financials, all of the Accounts Receivable reflected in the latest Delivered Financials are collectible, are subject to no known counterclaims or setoffs of any nature whatsoever, and require no further action to constitute such accounts as due and owing by the account debtors.

  • Seller shall have ten (10) business days after the later of (x) receipt of the Closing Statement and (y) delivery of the Delivered Financials in accordance with Section 5.3(b) (the “Review Period”) to review the calculation of Working Capital and the Pro Rata Working Capital Amount set forth therein.

  • The Delivered Financials reflect or provide for all fixed and contingent claims and debts and liabilities as of the dates thereof.