Latest Financial Information definition
Examples of Latest Financial Information in a sentence
None of this Agreement, any of the Schedules or Exhibits, any of the documents delivered by or on behalf of Seller, the Company or any of the TMMPT Subsidiaries or any of the Latest Financial Information, taken as a whole, contains any untrue statement of a material fact regarding the Company, TMMPT or any TMMPT Subsidiary or their respective businesses.
The Company, TMMPT and the TMMPT Subsidiaries have no liability for any Taxes, other than those set forth in the Latest Financial Information.
Except as set forth in Schedule 3.02(o), the accounts receivable reflected on the Latest Financial Information are valid receivables, are not subject to valid counterclaims or setoffs, and are collectible in accordance with their terms, except to the extent of the bad debt reserve reflected on the Latest Financial Information.
Seller has made available to Buyers a copy of the unaudited balance sheet and statement of income of Seller for the twelve (12) month periods ended April 28, 2013 (the “Latest Financial Information”), April 29, 2012 and April 24, 2011, as derived from the audited consolidating financial schedules of Seller Parent (collectively and including the Latest Financial Information, the “Financial Information”).
Since the date of the Latest Financial Information, Seller has operated in the Ordinary Course of Business and there has not been any event, development or state of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.
Since the Latest Financial Information there shall not have been any event, development or state of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Seller Material Adverse Effect.
No Material Adverse Change shall have occurred since the Latest Financial Information Date, and no event shall have occurred which, in the reasonable judgment of Products, would reasonably be expected to have, individually or in the aggregate, a Material Adverse Effect (provided, that for the purpose of this Section 7.10, $125,000 in the aggregate shall be substituted for $25,000 individually in the definition of "Material Adverse Effect").
Since the date of Latest Financial Information (the "Latest Financial Information Date"), Seller has carried on the Purchased Business in the Ordinary Course substantially in accordance with the procedures and practices in effect on the date of the Latest Financial Information Date.
Seller has provided to Buyer a true and correct copy of Seller's unaudited revenues and cost of goods sold for the Purchased Business dated as of December 31, 1999 ("Latest Financial Information") and has made available to Buyer access to all records of Seller pertaining to the Purchased Assets (the "Financial Records").
WAD does not currently have nor will WAD have any additional liability for Taxes with respect to any such Tax Return or other filing heretofore filed or which was required by Law to be filed, other than (i) as reflected as liabilities in the WAD Financial Information; or (ii) liabilities which have arisen since the Latest Financial Information Date in the ordinary course of business of the Business consistent with past practice.