Examples of Division Financial Statements in a sentence
These accounts receivable, and all accounts receivable of the Transferor created after the Balance Sheet Date with respect to the business and operation of the Division, arose from valid transactions in the ordinary course of business and are good and collectible at the recorded amounts thereof, except for immaterial uncollectible amounts and except to the extent reserves therefor have been made on the Division Financial Statements.
Prior to the Balance Sheet Date, the Transferor did not take or permit any of the actions set forth in Section 8.2 ----------- that are not reflected in the Division Financial Statements.
Except as set forth in Section 3.4 of the Seller Disclosure Schedule, the Division Financial Statements (a) have been fairly and accurately derived from the books and records of the Division and (b) fairly present in accordance with GAAP consistently applied during and among the periods indicated the financial position of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods then ended.
The Transferor has good and marketable title to, or holds by valid and existing lease or license, all of the Transferred Assets and all of the Transferred Assets are reflected on the Division Financial Statements, or under GAAP are not required to be reflected therein.
Schedule 3.4(a) sets forth complete and correct copies of the Division Financial Statements.
Except as described on SCHEDULE 4.05, the Division Financial Statements have been prepared in conformity with GAAP and, taken as a whole, are correct and complete in all material respects and present fairly the financial position of the Division as of the respective dates of such Division Financial Statements and the results of operations of the Division for the periods covered by such Division Financial Statements.
The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied consistently with the ABP Division Financial Statements.
The Company has delivered to you the financial statements relating to the Division referred to in Section 5.4 of the Note Agreements (the "Division Financial Statements").
None of the Transferred Assets is subject to any Lien, except in any of the foregoing cases for such imperfections of title or Liens as (i) are set forth in Transferor Disclosure Schedule 5.11, ----------------------------------- (ii) are reflected or reserved against in the Division Financial Statements, (iii) arise out of Taxes which are not yet due and payable or are not in default and payable without penalty or interest, or (iv) arise out of the Assumed Liabilities.
Except with respect to income Taxes, the unpaid Taxes of ABPH (A) did not exceed the reserve for Tax Liability set forth on the face of the ABP Division Financial Statements (rather than in any notes thereto) and (B) do not exceed that reserve as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of ABPH and Seller in filing their Returns.