Specified Quarterly Financial Statements definition

Specified Quarterly Financial Statements means, with respect to each applicable fiscal quarter, either (a) the unaudited consolidated balance sheets and related statements of operations, stockholders’ equity and cash flows of Parent and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, and containing a note setting forth the consolidating balance sheets and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of such fiscal year, all certified by a Financial Officer of the Borrower Representative as presenting fairly in all material respects the financial condition and results of operations of (i) Parent and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, and (ii) the Company and its Subsidiaries in accordance with Parent’s standard internal practices consistently applied, subject to normal year-end audit adjustments and the absence of footnotes, or (b) the unaudited consolidated balance sheet and related statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries as of the end of and for such fiscal quarter and the then elapsed portion of such fiscal year, setting forth in each case in comparative form the figures for the corresponding period or periods of (or, in the case of the balance sheet, as of the end of) the previous fiscal year, all certified by a Financial Officer of the Borrower Representative as presenting fairly in all material respects the financial condition and results of operations of the Company and its consolidated Subsidiaries on a consolidated basis in accordance with GAAP consistently applied, subject to normal year-end audit adjustments and the absence of footnotes.
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Specified Quarterly Financial Statements means, (a) in the event the Requested Relief is provided by the SEC prior to the Closing, unaudited statements of assets acquired and liabilities assumed and statements of revenues and direct operating expenses, in each case, with respect to the Business as of, and for each of the quarters ended, June 30, 2012 and September 30, 2012 or (b) in the event the Requested Relief is not provided by the SEC prior to the Closing, (i) the Accepted Financial Statements (other than any statement of cash flows or stockholders’ equity, or comparable financial statements) as of, and for each of the quarters ended, June 30, 2012 and September 30, 2012 or (ii) an unaudited unconsolidated balance sheet and statement of income for the Business as of, and for each of the quarters ended, June 30, 2012 and September 30, 2012, in the case of clauses (a) and (b), prepared in a manner consistent with the applicable methodologies set forth in Section 2.4(b) of the Disclosure Schedule.
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Specified Quarterly Financial Statements has the meaning specified in Section 4.03(d).
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Examples of Specified Quarterly Financial Statements in a sentence

  • Notwithstanding the foregoing, the Buyer shall be responsible for, and shall promptly reimburse the Seller upon presentation of an invoice for, the reasonable expenses of the Seller’s independent auditor incurred by the Seller in connection with the preparation, delivery, audit and review of the Required Financial Statements and the Specified Quarterly Financial Statements and assistance in pursuing the Requested Relief.

Related to Specified Quarterly Financial Statements

  • Quarterly Financial Statements is defined in Section 6.2(a).

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

  • Financial Statement Date means December 31, 1999.

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

  • Annual Financial Statement is defined in Section 10.1(a).

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

  • 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.

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

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

  • Financial Statements Date shall have the meaning ascribed to it in Section 3.7.

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

  • Quarterly Statement means the quarterly statutory financial statement of any Insurance Subsidiary required to be filed with the insurance commissioner (or similar authority) of its jurisdiction of incorporation or, if no specific form is so required, in the form of financial statements permitted by such insurance commissioner (or such similar authority) to be used for filing quarterly statutory financial statements and shall contain the type of financial information permitted by such insurance commissioner (or such similar authority) to be disclosed therein, together with all exhibits or schedules filed therewith.

  • Consolidated Financial Statements means, with respect to any Person, collectively, the consolidated financial statements and notes to those financial statements, of that Person and its Consolidated Subsidiaries prepared in accordance with GAAP.

  • Audited financial statement means a financial statement audited by an outside accounting firm.

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

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

  • Financial Statement has the meaning set forth in Section 4(g) below.

  • Audited Financial Statements means the audited consolidated balance sheet of the Borrower and its Subsidiaries for the fiscal year ended December 31, 2012, and the related consolidated statements of income or operations, shareholders’ equity and cash flows for such fiscal year of the Borrower and its Subsidiaries, including the notes thereto.

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

  • 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.

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

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

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

  • Applicable Financial Statements means, as at any date, the most-recent audited financial statements of the Borrower delivered to the Lenders; provided that if immediately prior to the delivery to the Lenders of new audited financial statements of the Borrower a Material Adverse Change (the “Pre-existing MAC”) shall exist (regardless of when it occurred), then the “Applicable Financial Statements” as at said date means the Applicable Financial Statements in effect immediately prior to such delivery until such time as the Pre-existing MAC shall no longer exist.

  • 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.

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