EBI Financial Statements definition

EBI Financial Statements means (i) the audited consolidated statements of condition (including related notes and schedules, if any) of EBI as of December 31, 2012 and 2011, and the related statements of income, changes in shareholders’ equity, and cash flows (including related notes and schedules, if any) for each of the three fiscal years ended December 31, 2012, 2011 and 2010, and (ii) the unaudited consolidated statements of condition of EBI (including related notes and schedules, if any) and related statements of income, and changes in shareholders’ equity (including related notes and schedules, if any) that are delivered to Bancorp with respect to periods ended subsequent to December 31, 2012.
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EBI Financial Statements shall have the meaning given to it in Section 3.6 of this Agreement. (h) “Equipment” shall mean all equipment used by EBI in the conduct of its business as set forth on Disclosure Schedule 3.22 to this Agreement. (i) “FNG Shares” shall mean shares of the common stock of FNG. (j) “Instrument of Transfer” shall mean the instrument of transfer pursuant to which each Shareholder shall transfer such Shareholder’s Shares to FNG, and shall include such stock powers, certificates and endorsements as are customary and FNG shall reasonably require. (k) “Inventions” shall mean all ideas, inventions, ideas, procedures, drawings, and plans, including any patents and patent applications owned by EBI and described on Disclosure Schedule 3.14 of this Agreement. (l) “Licenses” shall mean the licenses, permits, authorizations, certificates and registrations set forth on Disclosure Schedule 1.(l) of this agreement. (m) “Names” shall mean the name Elemental Business, Inc., any derivation thereof (such as EBI), and any other name or ▇▇▇▇ used in the business or operation of EBI, whether or not registered or trademarked. Page 2 of 43 | Share Exchange Agreement | Final Execution Copy (n) “Purchase Price” shall have the meaning given it in Section 2.2. (o) “Shareholder” shall mean each of ▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇, ▇▇▇▇ and ▇▇▇▇▇▇. (p) “Shares” shall mean all of the shares of stock of EBI owned by the Shareholders, which is and shall at Closing be 100% of the outstanding stock of EBI. (q) “Tax” or “Taxes” means any and all taxes, charges, fees, levies, duties or other assessments whether federal, state, local or foreign, based upon or measured by income, capital, net worth or gain and any other tax including, recapture, gross receipts, profits, sales, use, occupation, use and occupancy, value added, ad valorem, customers, transfer, franchise, shares, withholding, payroll, employment, excise, or property taxes with respect to EBI, together with any interest, fines, penalties and additions to tax imposed with respect thereto. Other terms used in this Agreement with initial capital letters, to the extent not defined in this Article I, shall have such meanings ascribed thereto by this Agreement or, if no meaning is ascribed, such terms shall have the ordinary and customary used in connection therewith. (r) “Permitted Liens” shall mean: (i) carriers', warehouseman's, mechanics, material men's, repairmen's or other like liens arising in the ordinary course of business and consistent wit...
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EBI Financial Statements shall have the meaning given to it in Section 3.6 of this Agreement.
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Examples of EBI Financial Statements in a sentence

  • EBI shall prepare the EBI Financial Statements, for periods as of or ending on a date that occurs subsequent to December 31, 2012, in accordance with such modified accounting procedures and policies.

  • No EBI Entity has any Liabilities that are reasonably likely to have, individually or in the aggregate, an EBI Material Adverse Effect, except Liabilities which are accrued or reserved against in the consolidated balance sheets of EBI as of December 31, 2012, included in the EBI Financial Statements delivered prior to the date of this Agreement or reflected in the notes thereto.

  • Under such Escrow Arrangement, all remaining shares will be released only upon the completion and issuance by the Independent Accountants of the audit and the payment of audit fees as described in Section 13.2 of this Agreement, on the EBI Financial Statements, which statements FNG will exercise commercially reasonable efforts to cause to be completed and issued on or before 71 days after Closing.

  • The unpaid Taxes of each EBI Entity do not exceed the reserve for Taxes (excluding any reserve for deferred Taxes established to reflect timing differences between book and Tax income) set forth or included in the most recent EBI Financial Statements as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of EBI.

  • There is no transaction, arrangement, or other relationship between any EBI Entity and an unconsolidated or other off balance sheet entity that is not disclosed in the EBI Financial Statements.

  • The allowance for loan losses reflected in the EBI Financial Statements was adequate, as of the dates thereof, under GAAP.

  • None of the investments reflected in the EBI Financial Statements are subject to any restrictions, whether contractual or statutory, that Materially impairs the ability of EBI to freely dispose of the investments at any time, and all of the investments comply with applicable Law.