Reviewed Financials definition

Reviewed Financials has the meaning specified in Section 7.04.

Reviewed Financials means the auditor reviewed balance sheet of the Business and the Retained Businesses as of June 30, 2011 and the related auditor reviewed summary of operations statements for the three-month and six-month periods ended June 30, 2011 and June 30, 2010, statement of member equity for the period from December 31, 2010 to June 30, 2011 and the statement of cash flow for the three-month and six-month periods ended June 30, 2011 and June 30, 2010 and footnotes for the applicable periods.

Reviewed Financials is defined in Section 3.10.

Examples of Reviewed Financials in a sentence

• The Company shall have delivered the Reviewed Financials no later than May 15, 2022.

• The inventories set forth in the Business Balance Sheet, Unaudited Full Year Financials, Unaudited Interim Financials, Audited Financials and Reviewed Financials were, and in the Monthly Financials will be when delivered, properly stated therein at the lesser of cost or fair market value determined in accordance with GAAP consistently maintained and applied by Seller.

• There have been no pending, nor to the Seller’s Knowledge, threatened, claims under or pursuant to any warranty, whether expressed or implied, on the products or services sold prior to the Closing Date by the Company that are not disclosed or referred to in the Reviewed Financials and that are not fully reserved against in accordance with GAAP.

• After receipt of the Reviewed Financials, the Buyer shall have ten (10) days (the “Financials Review Period”) to review the Review Financials.

• During the Financials Review Period, the Buyer and its accountants shall have full access to the books and records of the Company for the purpose of reviewing the Reviewed Financials and to determine if a Material Financial Statement Variance has occurred and if so, what the Material Financial Statement Variance Damages are, provided, that such access shall be in a manner that does not interfere with the normal business operations of the Company.

More Definitions of Reviewed Financials

Reviewed Financials has the meaning set forth in Section 4.6 below.

Reviewed Financials is defined in Section 2.6.1.

Reviewed Financials has the meaning set forth in Section 2.6.1(a). “Schedule Supplement” has the meaning set forth in Section 5.4.2. “Section 280G Waiver” has the meaning set forth in Section 5.5.1. “Section 280G Shareholder Vote” has the meaning set forth in Section 5.5.2. “Seller” has the meaning set forth in the Preamble. “Seller Closing Deliveries” means the following: (a) duly executed stock transfer power, transferring the Shares; (b) all books and records of the Company and its Subsidiaries in possession of Seller (it being understood and agreed that delivery of such books and records to the Company’s and its Subsidiaries’ principal place(s) of business shall be sufficient delivery); (c) complete copies of: (i) the charter documents of the Company and its Subsidiaries as certified by the appropriate Governmental Authority of each such Person’s jurisdiction of formation, organization or incorporation, dated as of not more than five (5) Business Days prior to the Closing Date, (ii) the operating agreement, bylaws or similar governing documents of the Company and its Subsidiaries, (iii) resolutions of the equityholder(s), manager(s) and/or director(s) of the Company and its Subsidiaries (if necessary) approving the Contemplated Transactions, and (iv) the names and signatures of the Persons of the Company authorized to sign this Agreement and the other Ancillary Agreement to be delivered by the Company hereunder, in the case of each of the foregoing clauses (i) through (iv) as applicable, as certified by an officer of the Company;

Reviewed Financials is defined in Section 3.10. 8.85. "Search" is defined in the preamble. 8.86. "Search Charter Documents" is defined in Section 4.1. 8.87. "Search Common Stock" means the common stock of Search, $.01 par value per share. 8.88. "Search Fee" is defined in Section 7.7(a). 8.89. "Search Material Adverse Effect" means any change, effect or circumstance that, individually, or when taken together with all other changes, effects and circumstances that have occurred prior to the date of determination of the occurrence of the Search Material Adverse Effect (i) is or is reasonably likely to be material and adverse to the condition (financial or otherwise), operations, properties, results of operations, business or prospects of Search, or (ii) would or is reasonably likely to impair Search's ability to perform its obligations under this Agreement or impede the consummation of the Transactions. 8.90. "Search Material Permits" means licenses, franchises, consents, approvals, orders, permits and other governmental authorizations, including without limitation titles (including without limitation motor vehicle titles and current registrations), fuel permits, certificates, trademarks, trade names, patents, patent applications and copyrights, necessary to conduct the businesses of Search or its Subsidiaries and the failure of Search or its Subsidiaries to hold or possess would have a Search Material Adverse Effect. 8.91. "Search SEC Reports" means all forms, reports and documents required to be filed by Search with the SEC since December 31, 1993. 8.92. "Search Stockholders Meeting" is defined in Section 5.9. 8.93. "Search Third Party Consents" means all consents of Persons not party to this Agreement required to be obtained by Search or Newco to prevent any breach of this Agreement by Search. 8.94. "SEC" means the Securities and Exchange Commission. 8.95. "Secretary" means the Secretary of State of the State of Delaware. 8.96. "Securities Act" means the Securities Act of 1933, as amended. 8.97. "Securitization Trusts" means MS Auto Grantor Trust 1995-1, MS Auto Grantor Trust 1994-1, and MS Auto Grantor Trust 1993-1. 8.98. "Senior Bank Lender" means the lenders referred to in the Bank Loan Term Sheet. 8.99. "Stockholders" means MS Diversified Corporation, MS Financial Services, Inc., and Xxxxxx Xxxxx Xxxxxx Xxxxxx XX, L.P. 8.100. "Stockholders Agreement" is defined in Section 5.15(f). 8.101. "Subsidiary" means, with respect to any Person, an Affiliate controlled by such person...

Reviewed Financials shall have the meaning assigned to it in Section 2.7(a).

Reviewed Financials is defined in Section 3.6.1(a).

Reviewed Financials is defined in Section 5.10.