Unaudited Financial Information definition

Unaudited Financial Information has the meaning set forth in Section 3.10(a).

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Unaudited Financial Information has the meaning set forth in Section 5.6.

Unaudited Financial Information shall have the meaning specified in Section 6.13(a)(i).

Examples of Unaudited Financial Information in a sentence

Except as noted therein, the Audited Financial Information was prepared in accordance with GAAP and the Financial Information fairly presents, in all material respects, the financial position and results of operations of the Company as of such dates and for such periods, except, in the case of the Unaudited Financial Information Statements, for normal year-end and audit adjustments and the absence of footnotes.
The Unaudited Financial Information reflects the historical operation of the Business (including the Overhead and Shared Services and the Excluded Assets) for the periods specified therein.
The Interim Unaudited Financial Information shall be so delivered on or before the date that is forty-five (45) days following the end of the relevant fiscal month.
The Interim Financial Statements shall be prepared in a manner consistent with the Unaudited Financial Information.
The Monthly Unaudited Financial Information shall be so delivered on or before the date that is thirty (30) days following the end of the relevant month.
All accounts receivable of the Business reflected in the Unaudited Financial Information or arising thereafter in the ordinary course of business, (a) arose in the ordinary course of business from bona fide arm’s length transactions for the sale of goods or performance of services; (b) are collectable in the ordinary course of business (subject to reserves reflected in the Unaudited Financial Information); and (c) are not subject to material counterclaims or setoffs.
The Unaudited Financial Information has been prepared in good faith on the bases described therein and derived from the financial books and records maintained by Seller and the Companies for the Business.
Nevertheless, Seller will use commercially reasonable efforts to prepare and deliver the Unaudited Financial Information in accordance with GAAP.
If the SEC requires all or any part of the Unaudited Financial Information to be reported by Purchaser in the form of audited statements, Seller will use commercially reasonable efforts to provide Purchaser all information reasonably necessary to enable Purchaser to prepare such audited statements, all at Purchaser’s expense.
To the Actual Knowledge of Seller, subject to Section 8.5(b) above, the Unaudited Financial Information fairly presents, in all material respects, the financial condition of the Business at the dates thereof and the results of operations of the Business for the periods then ended.

More Definitions of Unaudited Financial Information

Unaudited Financial Information means, with respect to any specified person, unaudited combined financial information that shows revenues, EBITDA, total assets, total debt, shareholders’ equity, cash and cash equivalents and capital expenditures.

Unaudited Financial Information means (a) the unaudited statement of certain assets and liabilities of the Transferred Company as of the Most Recent Balance Sheet Date and (b) the unaudited deal basis profit and loss statement for the Transferred Company for the 12- month period ended on the Most Recent Balance Sheet Date. “Unvested LTI Awards” means (i) any long-term incentive awards granted by Seller and its Affiliates, excluding any such awards that are vested, or would become vested upon the applicable holder’s termination of employment after having attained (a) age 55 with at least ten (10) years of service with Seller and its Affiliates (with the last 5 consecutive) or (b) age 62 (the earlier of such dates, the “Retirement Eligibility Date”) and (ii) any award that a Transferred Employee would have received in respect of fiscal year 2023 service with Seller or its Affiliates if the Closing Date would not have occurred prior to the intended date for the grant of such award. “Valid Withholding Certificate” means a valid certificate, ruling or any other written instructions regarding withholdings of Israeli Tax, issued by the ITA in customary form and substance, that is applicable to the payments to be made by Buyer Israeli Subsidiary to Asset Transferring Affiliate pursuant to this Agreement and that states that no withholding of any Israeli Tax is required with respect to such payment or providing any other instructions regarding withholding of Israeli Tax; provided that a valid certification pursuant to the Israeli Income Tax Regulations (Withholding from Payments for Services and Assets), 5737-1977 shall qualify as a Valid Withholding Certificate. “Working Capital” means Current Assets minus Current Liabilities.

Unaudited Financial Information shall have the meaning given to that ------------------------------- term in Section 3.8. -----------

Unaudited Financial Information means the statement of revenue, cost of goods sold, gross margin and other information set forth on Schedule 2.5(b).

Unaudited Financial Information means, collectively (a) the unaudited financial statements of LD Intermediate and its Subsidiaries for the fiscal quarters ending March 31, 2016, June 30, 2016 and September 30, 2016 and (b) the unaudited financial statements of the Target Companies for the nine month period ending June 30, 2016.