Owner Financial Statements definition

Owner Financial Statements means the balance sheets and statements of income and expenses of the Owners delivered by Seller to Purchaser prior to the Effective Date.

Split View

AI-Powered Contracts

Draft, Review & Redline at the Speed of AI

Get StartedSchedule a Demo

Owner Financial Statements has the meaning set forth in Section 4.03.

Owner Financial Statements means the financial statements as of the date referenced therein, relating to the Owner Parties for calendar years 2011 and 2012, and year to date 2013 through October 31, 2013, to the extent that such financial statements exist for such entities for the time periods in question.

Examples of Owner Financial Statements in a sentence

• The Owner Financial Statements referred to herein are current, correct and complete in all material respects, fairly present the financial condition and assets of each Owner as of June 30, 2018, and no other liabilities are required by generally accepted accounting principles to be disclosed thereunder.

• All “Accounts Payable”, “Advance Deposit Liability”, “Sales Taxes Payable”, “Payroll Taxes Payable”, “Payroll Deductions Payable”, “Accrued Payroll Expenses”, “Accrued Other Expenses” and “Accrued Property Taxes” (as such terms are used in the Owner Financial Statements) of Owner as of the Cut-Off Time (i) shall remain the liabilities of Owner from and after Closing, and (ii) shall be credited to Purchaser as an downward adjustment to the Purchase Price.

• None of the Owner Parties have any material debt, liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due and whether or not the amount thereof is readily ascertainable that is not reflected in the Owner Financial Statements.

• The Owner Financial Statements fairly present in all material respects the financial condition of Owner, as of the respective dates they were prepared and the results of the operations and cash flows of Owner for the periods indicated.

• Purchaser and Seller agree that a minimum of Four Hundred Thousand and 00/100 Dollars (U.S. $400,000.00) of “Cash” (as such term is used in the Owner Financial Statements) shall be held by Owner and remain the property of Owner from and after closing, with no correlating amount being credited to Seller, it being agreed that such amount has already been taken into account in the Purchase Price.

• The Owner Financial Statements referred to herein are current, correct and complete in all material respects, fairly present the financial condition and assets of each Owner as of September 30, 2021 and no other liabilities are required by U.S. generally accepted accounting principles to be disclosed thereunder.

• Since the date of the Owner Financial Statements, except as otherwise disclosed in writing to Purchaser, there has been no material change in the financial position of the Holdco Subsidiaries, General Partners, the Owners, the Interests or the Properties.

• All “Accounts Receivable” and “Prepaid Expenses” (as such terms are used in the Owner Financial Statements) of Owner as of the Cut-Off Time (i) shall remain the property of Owner from and after Closing, and (ii) shall be credited to Seller as an upward adjustment to the Purchase Price.

• The books and records of Owner have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements (including, without limitation, GAAP) and the Owner Financial Statements are consistent with such books and records.

• The Owner Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments and the absence of notes and are correct and complete in all material respects.

More Definitions of Owner Financial Statements

Owner Financial Statements means the balance sheets and statements of income and expenses of the Owners delivered by Seller to Purchaser prior to the Effective Date. “Owner Organizational Documents” means limited partnership and limited liability company agreements governing each Owner and General Partner, which have previously been delivered to Purchaser and good standing certificates with respect to each Owner and General Partner to be delivered after the Effective Date. “Partnership” is defined in the Recitals to this Agreement. “Partnership Agreement” is defined in the Recitals to this Agreement. “Party” or “Parties” means, individually or collectively, as the case may be, Seller and Purchaser, and their respective permitted successors and assigns. “Permitted Exceptions” mean such exceptions to title to a Contributed Property (i) that are contained in any title commitment or pro forma title policy delivered to Purchaser on or prior to the Effective Date (ii) that are not Material Title Exceptions or (iii) that 4 Purchaser has accepted or is deemed to have accepted as provided in Section 5.3 of this Agreement. “Person” means any individual, corporation, partnership, joint venture, association, joint-stock company, limited liability company, trust, unincorporated organization, government or any agency or political subdivision thereof or any other legal entity. “Personal Property” means, as to each Contributed Property, all tangible property owned by the Owner now or on the Closing Date and used in conjunction with the operation, maintenance, ownership and/or occupancy of the Real Property including without limitation: furniture; furnishings; art work; sculptures; paintings; office equipment and supplies; landscaping; plants; lawn equipment; and whether stored on or off the Real Property, tools and supplies, maintenance equipment, materials and supplies used in the operation of the Real Property, shelving and partitions, and any construction and finish materials and supplies not incorporated into the improvements and held for repairs and replacements thereto, wherever located. “Purchaser” means (i) DK, in respect of any time prior to Closing (including, without limitation, for purposes of Purchaser’s representations and warranties set forth in Section 3.5) and (ii) the Partnership, in respect of any time at or after Closing. “Purchase and Sale Agreement” means that certain Purchase and Sale Agreement, dated of even date herewith, by and among Lexington Realty Trust, a Maryland real...