Subject Company Financial Statements definition

Subject Company Financial Statements means (i) the consolidated statements of financial position (including related notes and schedules, if any) of Subject Company as of March 31, 1997, and as of December 31, 1996 and 1995, and the related statements of operations, shareholders' equity, and cash flows (including related notes and schedules, if any) for the three months ended March 31, 1997, and for each of the three fiscal years ended December 31, 1996, 1995 and 1994, as filed by Subject Company in SEC Documents, and (ii) the consolidated statements of financial position of Subject Company (including related notes and schedules, if any) and related statements of operations, shareholders' equity, and cash flows (including related notes and schedules, if any) included in SEC Documents filed with respect to periods ended subsequent to March 31, 1997.

Subject Company Financial Statements means (i) the unaudited balance sheets and statements of income, changes in shareholders’ equity and cash flows of the Subject Company as of the end of and for the period from inception (January 9, 2023) through January 31, 2023 (the “Most Recent Balance Sheet Date”).

Examples of Subject Company Financial Statements in a sentence

• There is no audit examination or refund Litigation with respect to any material Taxes, except as reserved against in the Subject Company Financial Statements made available prior to the date of this Agreement.

• Except as disclosed or reserved against in the Subject Company Financial Statements made available prior to the date of this Agreement, Subject Company and the Subject Company Subsidiaries have good and marketable title, free and clear of all Liens, to all of their respective Assets.

• Each of such Subject Company Financial Statements (including the related notes, where applicable) complies in all material respects with applicable accounting requirements and each of such statements (including the related notes, where applicable) has been prepared in accordance with GAAP consistently applied during the periods involved, except in each case as indicated in such statements or in the notes or in Section 4.5 of the Subject Company Disclosure Schedule.

• Neither Subject Company nor any of the Subject Company Subsidiaries has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Subject Company, except Liabilities which are accrued or reserved against in the consolidated balance sheets of Subject Company as of September 30, 1997, included in the Subject Company Financial Statements made available prior to the date of this Agreement or reflected in the notes thereto.

• Neither Subject Company nor any of the Subject Company Subsidiaries has any Liabilities that are reasonably likely to have, individually or in the aggregate, a Material Adverse Effect on Subject Company, except Liabilities which are accrued or reserved against in the consolidated balance sheets of Subject Company as of March 31, 1997, included in the Subject Company Financial Statements made available prior to the date of this Agreement or reflected in the notes thereto.

• Subject Company has previously made available to Parent copies of the financial statements listed on Section 4.5 of the Subject Company Disclosure Schedule (the "Subject Company Financial Statements").

• Except as disclosed or reserved against in the Subject Company Financial Statements made available prior to the date of this Agreement, Subject Company and the Subject Company Subsidiaries have good and indefeasible title, free and clear of all Liens, to all of their respective Assets.