Examples of Unaudited Historical Financial Statements in a sentence
Each of the Unaudited Historical Financial Statements has been prepared in accordance with GAAP as applied to carve-out financial statements (except for normal and recurring year end adjustments, which are not expected in the aggregate to be material in amount, and the omission of footnotes, the omission of cash flow statements and the selection of periods presented), consistently with Regulation S-X.
The procedures and application of GAAP used in the preparation of the Unaudited Historical Financial Statements were consistent with the procedures and application of GAAP used by Seller in preparation of Seller’s audited financial statements as filed with the Securities and Exchange Commission, except as set forth in Schedule 4.6(a)(ii).
The Unaudited Historical Financial Statements reflect an adequate reserve for all Taxes payable by the Acquired Subsidiaries for all taxable periods and portions thereof accrued through the date of such Unaudited Historical Financial Statements, and since the date of such Unaudited Historical Financial Statements, none of the Acquired Subsidiaries has incurred any Tax liabilities other than Taxes relating to ordinary course operations conducted by the Acquired Subsidiaries.
The Unaudited Historical Financial Statements (including the notes thereto) have been prepared from, and in accordance with, the books and records relating thereto, which books and records have been regularly kept and maintained in accordance with Sunstone’s normal and customary practices and have been the basis for historical financial statements of Sunstone and its Affiliates.
The Borrower shall have delivered to the Arranger the (i) Audited Financial Statements and (ii) Unaudited Historical Financial Statements.
The Unaudited Historical Financial Statements were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein, and fairly present in all material respects the financial condition of the Group Members as of the date thereof and their results of operations and cash flows for the period covered thereby, subject to the absence of footnotes and to normal year-end audit adjustments.
The Working Capital Statement will be prepared in accordance with the same accounting principles, policies, practices and procedures used to prepare the Unaudited Historical Financial Statements (as defined in Section 3.05(a)), except that Stocks are valued on a FIFO basis (the "Lane Accounting Policies").
If the Pre-Closing Financial Statements provided by Sellers do deviate adversely from the Unaudited Historical Financial Statements in a manner that is not permitted under the prior sentence, the parties shall use their respective commercially reasonable efforts to negotiate in good faith to develop a mutually agreed purchase price adjustment that is designed to equitably address such adverse deviation (it being understood that no party shall be required to agree to any such adjustment).