Seller Financials definition

Seller Financials means (i) the audited financial statements of the Seller, consisting of the statements of financial position of the Seller from its formation to December 31, 2023, and (ii) the audited financial statements of the Seller’s accounting predecessor, VinHMS Software, consisting of the statements of financial position of VinHMS Software as of December 31, 2022 and December 31, 2023. The Seller Financials (i) when delivered will have been prepared from and in accordance, in all material respects, with the Seller’s or VinHMS Software’s books and records, as applicable, as of the times and for the periods referred to therein, and (ii) were prepared in accordance with IFRS, methodologies applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto), (iii) fairly present in all material respects the consolidated financial position of the Seller or VinHMS Software, as applicable, as of the respective dates thereof and the consolidated results of the Seller’s or VinHMS Software’s, as applicable, operations and cash flows for the periods indicated, and (iv) to the extent required for inclusion in the filings with the SEC, will comply as of the date hereof in all material respects with the Securities Act, Regulation S-X and the published general rules and regulations of the SEC.
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Seller Financials means (i) the audited consolidated financial statements of the Target Entities (including, in each case, any related notes thereto), consisting of the consolidated balance sheets of the Target Entities as of December 31, 2021 and December 31, 2020, and the related consolidated audited income statements, changes in stockholders’ equity and statements of cash flows for the fiscal years then ended, each audited by a PCAOB qualified auditor in accordance with GAAP and PCAOB standards, and (ii) the unaudited consolidated financial statements of the Target Entities, consisting of the consolidated balance sheet of the Target Entities as of March 31, 2022 (the “Interim Balance Sheet Date”), and the related unaudited consolidated income statement, changes in stockholder equity and statement of cash flows for the three (3) months then ended. Except to the extent contained in the Seller SEC Reports and available on the SEC’s web site through XXXXX, true and correct copies of the Seller Financials have been provided to the Purchaser. The Seller Financials (i) accurately reflect the books and records of the Target Entities as of the times and for the periods referred to therein, (ii) were prepared in accordance with GAAP, consistently applied throughout and among the periods involved (except that the unaudited statements exclude the footnote disclosures and other presentation items required for GAAP and exclude year-end adjustments which are not expected to be material in amount), (iii) comply with all applicable accounting requirements under the Securities Act and the rules and regulations of the SEC thereunder including Regulation S-X or Regulation S-K, as applicable, and (iv) fairly present in all material respects the consolidated financial position of the Target Entities as of the respective dates thereof and the consolidated results of the operations and cash flows of the Target Entities for the periods indicated. No Target Entity other than the Seller has ever been subject to the reporting requirements of Sections 13(a) and 15(d) of the Exchange Act.
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Seller Financials shall have the meaning set forth in Section 2.4(b).
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Examples of Seller Financials in a sentence

  • Each Target Entity has good and marketable title to, or a valid leasehold interest in or right to use, all of its assets, free and clear of all Liens other than (a) Permitted Liens, (b) the rights of lessors under leasehold interests, (c) Liens specifically identified on the balance sheet as of the Interim Balance Sheet Date included in the Seller Financials and (d) Liens set forth on Schedule 4.17.

  • None of the Seller’ accounts receivable are subject to any right of recourse, defense, deduction, return of goods, counterclaim, offset, or set off on the part of the obligor in excess of any amounts reserved therefore on the Seller Financials.

  • With respect to each Company Benefit Plan, there are no funded benefit obligations for which contributions have not been materially made or properly accrued and there are no material unfunded benefit obligations that have not been accounted for by reserves, or otherwise properly footnoted in accordance with GAAP on the Seller Financials.

  • Except to the extent contained in the Seller SEC Reports and available on the SEC’s web site through XXXXX, true and correct copies of the Seller Financials have been provided to the Purchaser.

  • There are no formal claims, assessments, audits, examinations, investigations or other Actions pending against a Target Entity in respect of any Tax, and no Target Entity has been notified in writing of any proposed Tax claims or assessments against it (other than, in each case, claims or assessments for which adequate reserves in the Seller Financials have been established).

  • All accounts and notes receivable reflected on the Seller Financials are (i) valid, genuine and existing, (ii) subject to no defenses, setoffs or counterclaims, (iii) except as set forth on Schedule 2.6(b)(iii), current (not more than ninety (90) days past due) and (iv) collectible in the ordinary course of business net of any reserves set forth in the Seller Financials.

  • Except as set forth in Schedule 2.20, there are no debts, liabilities or obligations with respect to Seller or to which the Seller Assets are subject, liquidated, unliquidated, accrued, absolute, contingent, or otherwise, that are not specifically identified in the Seller Financials or the Schedules to this Agreement, other than for trade accounts payable incurred in the ordinary course of business from the Balance Sheet Date to the Closing Date.

  • The Seller Financials present fairly in all material respects the operating results of the Business during the periods indicated therein.

  • All such inventory is and will be valued in accordance with generally accepted accounting principles consistently applied as set forth in the Seller Financials.

  • The Seller Financials have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (subject to, in the case of the June 30, 2002 balance sheet and income statement, normal, recurring year-end adjustments consistent with prior periods).


More Definitions of Seller Financials

Seller Financials has the meaning set forth in Section 3.9.
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Seller Financials means the audited financial statements of the Sellers and certain affiliates of the Sellers for certain historical periods during which the Properties and/or certain assets other than the Properties agreed upon by the parties were owned and under the control of the Sellers and/or such affiliates.
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Seller Financials means the audited financial statements of the Sellers and certain affiliates of the Sellers for
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Seller Financials has the meaning set forth in Section 6.7. -----------------
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Related to Seller Financials

  • Seller Financial Statements has the meaning set forth in Section 3.5(a).

  • Buyer Financial Statements shall have the meaning set forth in Section 4.6.

  • Purchaser Financial Statements shall have the meaning specified in Section 4.8.1.

  • Company Financials means the Audited Financial Statements and the Interim Financial Statements.

  • Interim Financials has the meaning set forth in Section 5.5(b).

  • Closing Financial Statements has the meaning set forth in Section 6.22.

  • Borrower Financial Statements has the meaning assigned to such term in Section 4.4(a).

  • Company Financial Statements has the meaning set forth in Section 3.6(a).

  • Interim Financial Statements has the meaning set forth in Section 3.06.

  • Target Financial Statements has the meaning set forth in Section 3.4.

  • Current Financials means, at any time, the consolidated Financial Statements of the Companies most recently delivered to Administrative Agent under Section 7.1(a) or 7.1(b), as the case may be.

  • Parent Financial Statements has the meaning set forth in Section 4.6(a).

  • Statutory Financial Statements means, with respect to any Party, the annual and quarterly statutory financial statements of such Party filed with the Governmental Body charged with supervision of insurance companies in the jurisdiction of domicile of such Party to the extent such Party is required by Applicable Law to prepare and file such financial statements.

  • Year-End Financial Statements has the meaning set forth in Section 3.06.

  • Company Interim Financial Statements has the meaning specified in Section 4.08(a).

  • Financials means the financial statements delivered, or required to be delivered, pursuant to Section 9.1(a) or (b) together with the accompanying officer’s certificate delivered, or required to be delivered, pursuant to Section 9.1(d).

  • Current Financial Statements has the meaning given to such term in Section 5.9.

  • Historical Financial Statements means the audited consolidated balance sheets of the Borrower as of December 31, 2006 and December 31, 2005 and the audited consolidated statements of income, stockholders’ equity and cash flows of the Borrower for each of the fiscal years in the three year period ending on December 31, 2006.

  • Pro Forma Financial Statements shall have the meaning set forth in Section 5.5(b) hereof.

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

  • Audited Financials has the meaning specified in Section 4.6(a).

  • Monthly Financial Statements is defined in Section 6.2(c).

  • Interim Statements means the quarterly financial statement of any insurance company as required to be filed with the Department, together with all exhibits or schedules filed therewith, prepared in conformity with SAP. References to amounts on particular exhibits, schedules, lines, pages and columns of such interim statements are based on the formats promulgated by the NAIC for 2012 interim statements for the applicable type of insurance company. If such format is changed in future years so that different information is contained in such terms or they no longer exist, it is understood that the reference is to information consistent with that recorded in the referenced item in the 2012 interim statement of the insurance company.

  • Unaudited Financial Statements has the meaning set forth in Section 3.4(a).

  • Initial Financial Statements means, collectively, (a) the audited annual consolidated financial statements of the Borrower dated as of December 31, 2014 and (b) the unaudited quarterly consolidated financial statements of the Borrower dated as of September 30, 2015.

  • Closing Date Financial Statements has the meaning set forth in Section 2.3(a)(i).