Examples of Latest Financials in a sentence
Sellers do not have any liabilities, debts or claims against them with respect to the Business or the Acquired Assets except: (i) to the extent indicated in the Latest Financials or the Audited Balance Sheet; or (ii) those that have occurred or arisen in the ordinary course of business consistent with past practice since December 31, 1997.
The Sellers have arranged for the Latest Financials to be audited by Ernst & Young LLP, and the resulting audited balance sheet is herein referred to as the "Audited Balance Sheet" and the resulting audited statement of operating results is herein referred to as the "Audited Operating Statement".
The Unaudited Balance Sheet-Nutritionals and Unaudited Operating Results-Nutritionals are hereinafter referred to as the "Latest Financials." The Latest Financials are true and complete in all material respects and were prepared in good faith from the books and records of the Sellers in accordance with generally accepted accounting principles consistently applied (except with respect to normal and customary year-end adjustments and the preparation of notes).
The Financial Statements are correct and complete in all material respects and have been prepared in accordance with GAAP, except, in the case of the Latest Financials, for the absence of footnotes and normal year-end adjustments.
All accounts receivable of the Company and the Subsidiaries that are reflected on the balance sheet included in the Latest Financials represent valid obligations arising from sales actually made or services actually performed in the ordinary course of business and the reserves for doubtful accounts set forth on the balance sheet included in the Latest Financials does reflect a good faith estimate and was determined in accordance with GAAP.
COMPARABLE PUBLIC COMPANY ANALYSIS (DOLLARS IN THOUSANDS, EXCEPT PER SHARE INFORMATION) Stock Information Market Value Information --------------------------------------------------------- -------------------------------------- 52 Week Market Company Name/ Current ------------------ Shares Value Of Net Enterprise Latest Financials Ticker Price(a) High Low Outst.
Comparable Public Company Analysis (Dollars in Thousands, Except Per Share Information) ================================================================================ Stock Information Market Value Information ----------------------------------------------------- ------------------------------------------- 52 Week Market Company Name/ Current --------------------- Shares Value of Net Enterprise Latest Financials Ticker Price(a) High Low Outst.
CONDITIONS TO THE INVESTOR’S OBLIGATIONS 18 4.1 Representations and Warranties 18 4.2 Authorizations 19 4.3 Proceedings and Documents 19 4.4 Covenants 19 4.5 No Action 19 4.6 Compliance Certificate 19 4.7 Restated Articles 19 4.8 Transaction Documents 19 4.9 Approval 20 4.10 Board of Directors 20 4.11 No Material Adverse Effect 20 4.12 Due Diligence 20 4.13 Legal Opinions 20 4.15 Latest Financials 20 4.16 Closing Deliveries 20 4.17 MC Side Letter 20 5.
Since the date of the Latest Financials, there has not been an adverse change of more than 10% in the aggregate amount of the accounts receivable of the Company or any of its Subsidiaries or an increase of the average age of such receivables of 15 days.
The Closing Statement shall be prepared in accordance with GAAP as applied in connection with the Latest Financials and the Accounting Principles (except as otherwise provided in the definition of Working Capital and the example included in Exhibit E, and without regard to any purchase accounting adjustments arising out of the transactions contemplated hereby).