Examples of Target Company Financial Statements in a sentence
The Target Company Financial Statements are true, correct and complete in all material aspects, are in accordance with the books of each such Target Company, fairly represent the financial condition and operations of each such Target Company as of the date and periods indicated, and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis with prior periods.
Except as set forth in this Agreement, since the period covered by the Target Company Financial Statements there has not been (i) any material adverse change in the business, operations, properties, level of inventory, assets, or condition of the Target Company, or (ii) any damage, destruction, or loss to the Target Company (whether or not covered by insurance) materially and adversely affecting the business, operations, properties, assets, or conditions of the Target Company.
The Target Company shall promptly provide to the Acquirer such information concerning the Target Company, any of its Subsidiaries and the Owners as is either required by the Federal Securities Laws or reasonably requested by the Acquirer for inclusion in the Proxy Statement, including, if applicable, the Target Company Financial Statements and the Required Financial Statements (“Target Company Information”).
Other than with respect to Indemnified Taxes, no Purchaser Indemnitee shall be entitled to be indemnified, defended, held harmless or reimbursed for, from or against any Damages under this Article IX to the extent they are disclosed, accrued or reserved for in the Target Company Financial Statements (including, where applicable, the notes thereto).
Item 45: Preparation of Target Company Financial Statements 45.1 Target Company Financial Statements - For the purposes of Items 45 to 48, the term "Target Company" includes any entity or combination of assets that is the subject of the Qualifying Transaction.
To the extent required under Regulation S-X or Regulation S-K, as applicable, the Company shall update the Consolidated Unaudited Target Company Financial Statements to June 30, 2017 and for the six month periods then ended.
Each Target Company has also delivered to Xxxxxx and DII on Schedule 3.10, in the case of those contingent ------------- liabilities related to pending or threatened litigation, or other liabilities which are not fixed, a good faith and reasonable estimate of the maximum amount which such Target Company reasonably expects will be payable and the amount, if any, accrued or reserved for each such potential liability on the Target Company Financial Statements.
The Target Company Financial Statements are complete and accurate in all material respects and fairly present, in all material respects, the financial position of the Target Company as of the dates thereof and the results of operations of the Target Company for the periods reflected therein.
Except as set forth in the Target Company Financial Statements or on Schedule 3.11(d), the Target Company has no Indebtedness.
After three (03) working days from the date of notification, if the Client does not have any questions and/or feedback, Client will be deemed to unconditionally accept such transactions.