Stub Period Financial Statements definition

Stub Period Financial Statements means the Financial Statements for and as of the Stub Period End.

Stub Period Financial Statements shall have the meaning given it in Section 10.13.

Stub Period Financial Statements has the meaning set forth in Section 3.4(a).

Examples of Stub Period Financial Statements in a sentence

• No later than (y) November 1, 2006, CCE shall prepare and deliver to ETP the CCE Stub Period Income Statements and (z) November 1, 2006, cause TPC and Citrus to prepare and deliver to ETP the TPC Stub Period Financial Statements and the Citrus Stub Period Financial Statements, respectively.

• The Stub Period Financial Statements have been prepared for the internal use of management and may not be in accordance with generally accepted accounting principles because of the absence of footnotes normally contained therein and are subject to normal year-end audit adjustments which in the aggregate will not be material.

• Such Stub Period Financial Statements shall be correct and complete, consistent with the books and records of Seller (which books and records are correct and complete), present fairly the financial condition of Seller as of the final date of such period and the results of operations for such period, and shall be prepared in accordance with generally accepted accounting principles applied on a basis consistent from period to period.

• Seller shall have delivered to Buyer the Stub Period Financial Statements (as defined in Section 3.15 of this Agreement) which are satisfactory to Buyer in Buyer’s sole discretion.

• None of the financial statements included in the Audited Financial Statements or the Stub Period Financial Statements, as so delivered, will when compared to the corresponding unaudited financial statement for the same period included in the Historical Financial Statements or the Subsequent Financial Statements, reflect any material diminution in the value of the Business as a whole, or any material diminution in the net income, cash flows, or net worth of the Business.

• As of the end of such period, Seller had no material liability, commitment or obligation of any nature, whether absolute, accrued or contingent, that is not adequately provided for or disclosed in the foregoing Stub Period Financial Statements, including all taxes and assessments due and payable by Seller.

• At the time of such delivery, the Stub Period Financial Statements shall be attached as part of Schedule 7.6.1.

• Not less than 30 days prior to Closing, Parent shall have delivered to Holdings and its Subsidiaries the Audited Financial Statements, the Stub Period Financial Statements and the Subsequent Financial Statements prepared and presented in accordance with SECTIONS 7.6 and 10.13.

• Section 10.6(a) of the Purchase Agreement ------------------- is hereby amended to delete the words "Closing Date Balance Sheet" in the fourth line of the proviso thereto and to insert in lieu thereof the words " balance sheet included in the Stub Period Financial Statements".

• Each of the Historical Financial Statements and the Stub Period Financial Statements fairly presents the financial condition and the results of operations, changes in members' equity and cash flows of Seller as at the respective dates of and for the periods covered by such financial statements, all in accordance with GAAP.

More Definitions of Stub Period Financial Statements

Stub Period Financial Statements. (i) as soon as reasonably practicable, but in no event later than March 31, 2005, the unaudited combined balance sheets of the Paper Business as of March 31, 2004 together with the related un-audited combined statement of operations and combined statement of cash flows for each of the quarterly periods then ended, (ii) as soon as reasonably practicable, but in no event later than April 30, 2005, the unaudited combined balance sheets of the Paper Business as of June 30, 2004 together with the related unaudited combined statement of operations and combined statement of cash flows for each of the quarterly periods then ended and (iii) as soon as reasonably practicable, but in no event later than April 30, 2005, the unaudited combined balance sheets of the Paper Business as of September 30, 2004 together with the related unaudited combined statement of operations and combined statement of cash flows for each of the quarterly periods then ended.

Stub Period Financial Statements shall have the meaning set forth in Section 3.6(b).

Stub Period Financial Statements shall have the meaning given such term in Section 6.13. "Subject Interests" shall mean 100% of the limited liability company membership interests of GSRLLC. 11 "Subject Interests Assignment Agreement" shall mean the Assignment Agreement in substantially the form of Exhibit E covering the conveyance of the Subject Interests by HOLDINGS to DCP. "Subject Time" shall mean the current local time then in effect (a) with respect to the Closing, in Denver, Colorado and (b) with respect to Personal Property or Real Property Interests, where such property is located. "Tank Damage" shall have the meaning given such term in Section 6.9. "Tax" or "Taxes" shall mean any Governmental Authority income tax, ad valorem tax, excise tax, sales tax, use tax, franchise tax, real or personal property tax, transfer tax, gross receipts tax or other tax, assessment, duty, fee, levy or other governmental charge, together with and including, any and all interest, fines, penalties, assessments, and additions to Tax resulting from, relating to, or incurred in connection with any of those or any contest or dispute thereof. "Tax Authority" shall mean any Authority having jurisdiction over the payment or reporting of any Tax. "Tax Benefits" means the amount by which the Tax liability of the Indemnified Party or any of its Affiliates for a taxable period is actually reduced (including, without limitation, by deduction, reduction in income upon a sale, disposition or other similar transaction as a result of increased tax basis, receipt of a refund of Taxes or use of a credit of Taxes) plus any related interest (net of Taxes payable thereon) received from the relevant Tax Authority, as a result of the incurrence, accrual or payment of any Loss or Tax with respect to which the indemnification payment is being made. "Tax Claim" shall mean the written notice of the assertion or commencement of any claim, assessment, deficiency, audit, review, examination or other proposed change or adjustment by any Tax Authority or any judicial or administrative proceeding relating to a Pre-Closing Tax Period of the Company. "Tax Proceeding" shall have the meaning given such term in Section 6.12(g). "Tax Return" shall mean any report, statement, form, return or other document or information required to be supplied to a taxing authority in connection with Taxes. "Terminals" shall mean those propane terminal facilities described in Schedule 1.1(i) and identified on the Terminal Map. "Terminal Map" shall mean the...

Stub Period Financial Statements means the financial statements of Seller for the period beginning on the first day after the last Fiscal Quarter immediately prior to the Closing Date and ending on the Closing Date, required to be filed by Purchaser in satisfaction of the requirements of the SEC Waiver Letter, Rule 3-05 and Rule 3-06 of Regulation S-X, in each case as applicable, Form 8-K of the Exchange Act and for inclusion in a registration statement on Form S-3; provided, however, that such financial statements shall be no greater in scope than those required by the SEC Waiver Letter. [***] [***] [***]

Stub Period Financial Statements shall have the meaning given such term in the Stock Purchase Agreement.

Stub Period Financial Statements shall have the meaning given such term in Section 2.16 hereof.