Seller Audited Financial Statements definition

Seller Audited Financial Statements has the meaning set forth in Section 5.11(b).

Seller Audited Financial Statements has the meaning specified in Section 3.05(a).

Seller Audited Financial Statements has the meaning set forth in Section 4.6.

Examples of Seller Audited Financial Statements in a sentence

• The Seller Audited Financial Statements present fairly, in all material respects, the financial position, statements of operations and comprehensive income, members' equity and cash flows of Seller’s as of the date thereof and for the applicable period covered thereby.

• The Initial Seller Audited Financial Statements and the Seller Unaudited Financial Statements shall comply with the rules and regulations of the SEC, and Seller shall use all commercially reasonable efforts to cause its independent registered public accountants to perform a SAS 100 review of the Seller Unaudited Financial Statements.

• The Seller Audited Financial Statements and the Seller Unaudited Financial Statements are herein collectively referred to as the "Seller Financial Statements".

• The Seller Audited Financial Statements have been prepared in accordance with generally accepted accounting principles consistently applied.

• The Seller shall deliver to Buyer (i) the audited financial statements of the Seller at September 30, 1999 and has delivered audited financial statements for the two prior years ended at September 30 of each such year (the "Seller Audited Financial Statements"), and (ii) the unaudited income statement of the Seller at April 30, 2000 (the "Seller Interim Financial Statement" and together with the Seller Audited Financial Statements, the "Seller Financial Statements").

• Buyer shall use commercially reasonable efforts to assist any auditor of the 2012 Seller Audited Financial Statements in the completion of such audit, including assistance in performing any required independence procedures.

• AGT shall pay all costs associated of its independent registered public accounting firm incurred in connection with the audit of such Seller Audited Financial Statements.

• The Post-Closing Statement shall be derived from the balance sheets of the Applicable Entities as of the Closing Date, prepared in accordance with and on a basis consistent with the basis on which the Financial Statements (other than the Seller Audited Financial Statements) were prepared, and which excludes the impact of any of the transactions contemplated by this Agreement.

• The reserves for possible loan losses shown on consolidated financial statements included in the Seller Audited Financial Statements, increased by provisions made and reduced by charges taken after such date, are, in the reasonable judgment of Seller based upon the status of its loan portfolio and general economic conditions as of the date of this Agreement, adequate to provide for possible losses on loans outstanding at and as of the date of this Agreement.

• The balance sheet of Seller as of December 31, 2012 included in the Seller Audited Financial Statements is referred to herein as the “Seller Balance Sheet”).

More Definitions of Seller Audited Financial Statements

Seller Audited Financial Statements has the meaning set forth in Section 5.9(b). “Seller Confidentiality Agreement” means the letter agreement, dated October 22, 2004, among Seller, Friendco and TWX, as amended by the letter agreement, dated November 9, 2004, the letter agreement, dated January 7, 2005, and the letter agreement dated as of the date hereof.

Seller Audited Financial Statements as well as a notice reflecting the determination of the amount of the Seller Net Working Capital (the “Seller Net Working Capital Notice”). The Shareholders shall have fourteen (14) days from the date of receipt of the Seller Net Working Capital Notice to either (i) accept the calculations and conclusions made in the Seller Net Working Capital Notice or (ii) give notice to the Bridgeline Software in writing that the Shareholders intend to dispute the amounts included in the Seller Net Working Capital Notice, and such notice shall set forth in reasonable detail the disputed amount and the basis for such dispute. Any such dispute by the Shareholders must be reasonable and made in good faith. If the Shareholders accept the amount of the Seller Net Working Capital set forth in the Seller Net Working Capital Notice, the adjustments set forth in Section 1.2(b) shall occur no later than five (5) days following acceptance of such computation.