Specified Financial Statements means, the audited consolidated and combined balance sheets of the Target and its Subsidiaries as of December 31, 2017 and the related consolidated and combined statements of operations and comprehensive loss, members’ equity and cash flows for the year ended December 31, 2017.
Specified Financial Statements means, collectively, (a) audited consolidated balance sheets of each of the Borrower and the Acquired Company and related consolidated statements of income or operations, shareholders’ equity and cash flows, for each of the three most recently completed fiscal years ended at least 90 days before the Lion Acquisition Closing Date, including, an unqualified audit report thereon; (b) unaudited consolidated balance sheets of each of the Borrower and the Acquired Company and related consolidated statements of income or operations, shareholders’ equity and cash flows for each subsequent fiscal quarter and for the elapsed interim period following the last completed fiscal year and for the comparable periods of the prior fiscal year (the “Quarterly Financial Statements”) and (c) a pro forma consolidated balance sheet and related consolidated statement of income or operations of the Borrower for the last completed fiscal year and for the latest interim period covered by the Quarterly Financial Statements, in each case after giving effect to the Lion Transactions (the “Pro Forma Financial Statements”), all of which financial statements shall be prepared in accordance with generally accepted accounting principles in the United States and meet the requirements of Regulation S-X under the Securities Act of 1933 (the “Securities Act”), as amended and all other accounting rules and regulations of the SEC promulgated thereunder applicable to a registration statement under the Securities Act on Form S-3; provided that financial statements of the Acquired Company and Pro Forma Financial Statements shall only be provided to the extent required by Rule 3-05 and Article 11 of Regulation S-X.
Specified Financial Statements means, collectively, (a) audited consolidated balance sheets of each of the Borrower and the Acquired Company and related consolidated statements of income or operations, shareholders’ equity and cash flows, for each of the three most recently completed fiscal years ended at least 90 days before the Lion Acquisition Closing Date, including, an unqualified audit report
Examples of Specified Financial Statements in a sentence
All accounting terms not specifically or completely defined herein shall be construed in conformity with, and all financial data (including financial ratios and other financial calculations) required to be submitted pursuant to this Agreement shall be prepared in conformity with, GAAP applied on a consistent basis, as in effect from time to time, applied in a manner consistent with that used in preparing the Specified Financial Statements, except as otherwise specifically prescribed herein.
The Specified Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby and fairly present the financial condition and results of operations (and, for those relating to full fiscal years, cash flow, if any) of the Auto Entities on the bases therein stated, as of the respective dates thereof and for the respective periods covered thereby subject, in the case of unaudited financial statements, to normal year-end audit adjustments.
Except as set forth in the most recent balance sheet constituting a part of the Specified Financial Statements (the "Most Recent Balance Sheet"), no Auto Entity has any Indebtedness for Money Borrowed.
The Specified Financial Statements have been certified as accurate, complete and correct in all material respects by the President and Chief Financial Officer of Borrowing Agent.
Borrower has furnished to each Lender (a) the Specified Financial Statements and (b) the Interim Financial Statements.
More Definitions of Specified Financial Statements
Specified Financial Statements means, collectively, (a) audited consolidated and combined balance sheets of Holdings and its Subsidiaries as of December 31, 2014 and 2013 and the related consolidated and combined statements of operations and comprehensive loss, members’ equity and cash flows for the year ended December 31, 2014 and for the period from October 16, 2013 through December 31, 2013, including, an unqualified audit report thereon, (b) audited consolidated balance sheets of Lender Processing Services, Inc. (the predecessor of the Borrower) and its subsidiaries as of January 1, 2014 and December 31, 2013 and the related consolidated statements of earnings (loss), comprehensive earnings (loss), stockholders’ equity and cash flows for the day ended January 1, 2014 and for each of the years in the two-year period ended December 31, 2013, including an unqualified audit report thereon, and (c) an unaudited consolidated balance sheet of Holdings and its Subsidiaries and the related consolidated statements of operations, members’ equity and cash flows for each subsequent fiscal quarter ending at least 45 days prior to the Closing Date and for the elapsed interim period following the last completed fiscal year and for the comparable periods of the prior fiscal year.
Specified Financial Statements means the audited consolidated balance sheets of Parent as of December 31, 2020 the related consolidated statements of earnings and comprehensive earnings, equity and cash flows the year ended December 31, 2020 and the related notes, including an unqualified audit report thereon.
Specified Financial Statements has the meaning assigned to such term in Section 4.01(b).
Specified Financial Statements means (a) the audited consolidated balance sheet of the Borrower and its Subsidiaries for the Fiscal Year ended May 31, 2022, and the related consolidated statements of income or operations, shareholders’ Equity Interests and cash flows for such Fiscal Year of the Borrower and its Subsidiaries, including the notes thereto and (b) the company prepared consolidated balance sheet of Tilray Holdco M, LLC and its Subsidiaries for the nine-month period ended September 30, 2022 and the related consolidated statements of income or operations for such Fiscal Year of Tilray Holdco M, LLC and its Subsidiaries, including the notes thereto.
Specified Financial Statements means, the audited consolidated financial statements of the Target and its consolidated subsidiaries for the fiscal year ending December 31, 2017 and December 31, 2016 and the unaudited interim consolidated financial statements for the Target and its consolidated subsidiaries for the fiscal quarters ending March 31, 2018, June 30, 2018 and September 30, 2018.
Specified Financial Statements means (i) the audited consolidated balance sheet of the Parent and its Subsidiaries for the fiscal year ended December 31, 2016, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such fiscal year of the Parent and its Subsidiaries, including the notes thereto, and (ii) the reviewed balance sheet of the Lead Borrower and its Subsidiaries for the fiscal year ended December 31, 2016, and the related consolidated statements of income or operations, Shareholders’ Equity and cash flows for such fiscal year of the Lead Borrower and its Subsidiaries.
Specified Financial Statements means (a) audited consolidated balance sheets of Holdings and its consolidated subsidiaries for the fiscal years ended December 31, 2014, December 31, 2015 and December 25, 2016, and the related consolidated statements of income and cash flows of Holdings and its consolidated subsidiaries, including the notes thereto; (b) the unaudited consolidated balance sheet of Holdings and its consolidated subsidiaries as at the end of, and related unaudited consolidated statements of income and cash flows of Holdings and its Subsidiaries for the period ended June 30, 2017; and (c) a pro forma consolidated balance sheet as of June 30, 2017, and related pro forma statement of income of HoldingsTronox Limited for the trailing 12-month period ended June 30, 2017 prepared after giving effect to the Transactions as if the Transactions had occurred as of such date (in the case of such balance sheet) or at the beginning of such period (in the case of the statement of income) (the pro forma financial statements described in this clause (iii), the “Pro Forma Financial Statements”); provided, that no Pro Forma Financial Statement shall be required to include adjustments for purchase accounting (including adjustments of the type contemplated by Financial Accounting Standards Board Accounting Standards Codification 805, Business Combinations (formerly SFAS 141R).