Target Financials definition

Target Financials means (a) the unaudited consolidated financial statements of Target and the Target Subsidiaries as of December 31, 2009 and for each of the three years in the period then ended, and (b) the unaudited interim consolidated financial statements of Target and the Target Subsidiaries for each calendar quarter after December 31, 2009.
Target Financials means the unaudited consolidated balance sheets of Target and Target Subsidiary as of November 30, 1999 and the related audited consolidated statements of operations, stockholders' equity and cash flows for the fiscal year then ended, including the notes thereto.
Target Financials means (i) Target’s audited consolidated financial statements (including, in each case, any related notes thereto), consisting, in part, of Target’s consolidated balance sheets as of December 31, 2011, 2010 and 2009, and the related consolidated statements of income and statements of cash flow for the years ended December 31, 2011 and 2010 (the “Target Historical Financials”), (ii) Target’s audited consolidated financial statements (including, in each case, any related notes thereto), consisting, in part, of Target’s consolidated balance sheet as of December 31, 2012 and the related consolidated statement of income and statement of cash flow for the year ended December 31, 2012 (the “Target 2012 Financials”) and (iii) the unaudited consolidated balance sheets of Target as of September 30, 2012 (the “Latest Balance Sheet”) and September 30, 2011 and the related consolidated statements of income and cash flows of Target for the nine (9) month periods then ended (the “Target September 30 Financials”). Target has made available to Parent true, correct and complete copies of the Target Financials. Subject to the absence of footnotes and year-end audit adjustments with respect to any unaudited Target Financials, the Target Financials (i) are accurate and complete in all material respects and have been prepared in accordance with GAAP, consistently applied, (ii) are derived from and are in accordance with the books and records of Target and the Subsidiaries and (iii) fairly present in all material respects the consolidated financial condition and the results of operations, changes in stockholders’ equity, and cash flow of Target and the Subsidiaries as at the respective dates of and for the periods referred to in such financial statements, all in accordance with (x) GAAP consistently applied and (y) Regulation S-X (“Regulation S-X”) under the Securities Act of 1933, as amended (the “Securities Act”). Neither Target nor any Subsidiary had any off-balance sheet arrangements (as defined in Item 303(a)(4)(ii) of Regulation S-K promulgated by the Securities and Exchange Commission (the “SEC”). The Target Financials, to the extent required for inclusion in the Tender Offer, comply in all material respects with the Securities Exchange Act of 1934, as amended (the “Exchange Act”), Regulation S-X and the published general rules and regulations of the SEC. Notwithstanding any provision in this Agreement to the contrary, (A) any representation and warranty in this Agreement ...

Examples of Target Financials in a sentence

  • The Target is not currently contemplating to amend or restate any of the Target Financial Statements, nor is the Target currently aware of facts or circumstances which would require the Target to amend or restate any of the Target Financial Statements, in each case, in order for any of the Target Financials Statements to be in compliance with GAAP.

  • The Target Financials have been prepared in accordance with generally accepted accounting principles, applied on a consistent basis throughout the periods covered by such statements.

  • The forecasts and projections, if any, contained in the Audited Target Financials will have been prepared in good faith and on the basis of assumptions that are fair and reasonable in light of current and reasonably foreseeable circumstances.

  • Target Financials present fairly the financial condition and operating results of Target as of the dates and during the periods indicated therein.

  • Target has good and marketable title to, valid leasehold interests in or other valid right to use all of the material assets used in its operations or necessary for the conduct of its business, subject to no security interests, licenses, encumbrances, restrictions or adverse claims, except as disclosed in the notes to the Target Financials and except for any lien for taxes not yet due and payable and except for any statutory liens for which payment is not delinquent.

  • All properties used in the operations of Target and Target Subsidiary are reflected in Target Financials to the extent generally accepted accounting principles required the same to be reflected as of the dates of such Target Financials.

  • The allowance for loan losses shown, and to be shown, on the balance sheets contained in the Target Financials have been, and will be, established in accordance with accounting principles generally accepted in the United States and all applicable regulatory criteria.

  • Except as set forth on Schedule 2.28 of the Target Disclosure Schedules, all notes and accounts receivable of Target and the Subsidiaries are reflected properly on their books and records, and are valid receivables at their recorded amounts subject to the allowances as set forth in the Target Financials.

  • The Target Financials, with any notes thereto, are in accordance with the books and records of Target and present fairly Target’s financial position and results of operations and cash flows as of the dates and for the periods indicated therein.

  • All receivables for trust account fees or other similar fees shown on the Target Financials were generated in the ordinary course of business consistent with past practice.


More Definitions of Target Financials

Target Financials has the meaning assigned to such term in Section 4.01(d).
Target Financials is defined in Section 5.8.

Related to Target Financials