Most Recent Interim Financial Statements definition

Most Recent Interim Financial Statements has the meaning given in Section 4.5 of this Agreement.

Most Recent Interim Financial Statements has the meaning set forth in Section 6.21(a)(ii).

Most Recent Interim Financial Statements as of and for the six months ended December 31, 2006 (the “Most Recent Interim Period”) for the Company and its Subsidiaries. The Company has furnished, and will provide Purchaser with all management letters of the Company’s outside independent certified public accountants relating to audits performed in connection with the Financial Statements. Each of the Financial Statements, including, in each case, any related notes: (i) is true or will be true, complete, and correct as of their respective dates, (ii) is in accordance with and supported by and consistent with the books and records of Company, including, without limitation, a general ledger and detailed trial balances, which books and records have been made available to Purchaser and which have been maintained in accordance with good business practices, (iii) is or will be prepared in accordance with United States generally accepted accounting principles as then effect (“GAAP”) consistently applied during the periods involved (except as otherwise disclosed in the notes thereto, or, in the case of the Most Recent Interim Financial Statements, the absence of footnotes, statements of cash flows and changes in shareholders equity, and normal year end adjustments), and (iv) presents fairly the consolidated financial position and the consolidated results of operations, changes in shareholders’ equity, and statements of cash flows of Company and its Subsidiaries as of the dates and for the periods indicated subject, in the case of the Most Recent Interim Financial Statements, to normal year-end adjustments. Each of the Financial Statements are (and upon the completion of the review of the Most Recent Interim Financial Statements, each of the Financial Statements will be) in proper form and will satisfy the historical financial statement requirements of Form 8-K promulgated by the Commission for a material acquisition by the Purchaser.

Examples of Most Recent Interim Financial Statements in a sentence

• All accounts receivable reflected on the Most Recent Interim Financial Statements have been generated in the ordinary course of business and reflect a bona fide obligation for the payment of goods or services provided by CLF&P.

• CLF&P has established adequate reserves clearly reflected on the Most Recent Interim Financial Statements (in accordance with GAAP) for Taxes not yet due and payable, or which are being contested in good faith in appropriate proceedings.

• Except as set forth on Schedule 4.5, the Financial Statements present fairly in all material respects the financial position, results of operations and cash flows of CLF&P as of such dates and for the periods then ended (except that the Most Recent Interim Financial Statements are subject to normal year-end adjustments which shall not, in the aggregate, have a Material Adverse Effect, and lack footnotes and other presentation items).

• Purchaser shall promptly, upon request from Sellers’ Representative, reimburse Sellers for all documented out-of-pocket costs incurred by Sellers or their Affiliates in connection with the preparation of the S-X Compliant Financial Statements and the Most Recent Interim Financial Statements.

• The Indebtedness of each Acquired Company that is required by GAAP to be included as a liability on the consolidated balance sheet of the Acquired Companies as of the Most Recent Interim Financial Statements is accurately and completely reflected therein.

• Seller shall have delivered to Buyer the S-X Compliant Financial Statements and the Most Recent Interim Financial Statements, together with a consent from MHM to the incorporation by reference of MHM’s audit reports with respect to the S-X Compliant Financial Statements into Buyer’s registration statements filed under the Securities Act.

• The Most Recent Interim Financial Statements are attached hereto as Exhibit C-2.

• All accounts receivable reflected on the balance sheet set forth in the Most Recent Interim Financial Statements (“Most Recent Interim Balance Sheet”) represent bona fide, current and valid obligations arising from sales actually made or services actually performed in the ordinary course of business.

• All accounts receivable of Target reflected on the Most Recent Interim Financial Statements (other than those collected since such date) are valid receivables and are not subject to setoffs or counterclaims, except as reflected in reserves on the Most Recent Interim Financial Statements.

• To the Knowledge of Seller, except as set forth in Schedule 4.7, all of the property that is primarily used by CLF&P is included in the assets as reflected in the Most Recent Interim Financial Statements.

More Definitions of Most Recent Interim Financial Statements

Most Recent Interim Financial Statements means Target’s unaudited balance sheet as of June 30, 2007 and the related statements of income, shareholders’ equity and changes in stockholders’ equity and cash flow for the two-month period then ended.

Most Recent Interim Financial Statements has the meaning set forth in Section 4(g)(i).

Most Recent Interim Financial Statements means, collectively, the unaudited balance sheet and profit and loss account of GreenTree (together with the notes thereto), as of October 31, 1995 prepared in accordance with the Accounting Principles, and certified by ServiceMaster's chief financial officer (whose certification may include the next sentence of this paragraph). The Most Recent Interim Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate).

Most Recent Interim Financial Statements has the meaning set forth in Section 3.6(a).