Balance Sheet and Income Statement Sample Clauses

Balance Sheet and Income Statement. Section 2.5 of the Disclosure Schedule contains the unaudited consolidated Statement of Financial Position of the Company as of October 28, 1995 (such Statement is referred to herein as the "Balance Sheet" and the date of such Balance Sheet is referred to herein as the "Balance Sheet Date") and the unaudited consolidated Statement of Operations of the Company for the 10 months then ended. Except as set forth in Section 2.5 of the Disclosure Schedule, such Balance Sheet and income statement were prepared from, and are in accordance with, the books and records of the Company, fairly present in all material respects the financial position and results of operations of the Company and its Subsidiaries as of the date thereof and for the period then ended and, except for the omission of a cash flow statement and any required footnotes to the Financial Statements and as otherwise set forth therein, have been prepared in accordance with GAAP applied on a basis consistent with the presentation of financial information contained in the Gerber Childrenswear, Inc. Offering Memorandum, dated May 1995. Except as disclosed in Section 2.5 of the Disclosure Schedule, neither the Company nor any of the Subsidiaries has any liabilities or obligations, whether accrued, absolute, contingent or otherwise, other than (i) liabilities and obligations that are reflected, accrued or reserved for in the Balance Sheet, (ii) obligations incurred in the ordinary course of business and consistent with past practice since the date of the Balance Sheet (none of which is a liability for tort, breach of contract or warranty, infringement or violation of law), (iii) liabilities that arise as a result of a breach of the representations and warranties contained in Section 2.11 hereof and (iv) other liabilities and obligations that are disclosed in the Disclosure Schedule or are otherwise specifically the subject of any other representation or warranty contained in this Article II.
Sample 1
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Balance Sheet and Income Statement. Sellers have previously delivered to Purchaser the audited consolidated balance sheet of the Company and Subsidiary for the period ended June 30, 1996 and the audited consolidated income statement of the Company and Subsidiary for the 297-day period then ended (the "Audited Financial Statements"). Except as set forth in the notes to the Audited Financial Statements or as set forth in Section 3.5(a) of the Disclosure Schedule, the Audited Financial Statements present fairly in all material respects the assets, liabilities and results of operations and financial position of the Company and Subsidiary as of the dates and for the periods indicated, and (including the related notes and schedules thereto) have been prepared in accordance with United States generally accepted accounting principles as consistently applied by the Company and Subsidiary ("GAAP"). Sellers have previously delivered to Purchaser the unaudited consolidated balance sheet of the Company and Subsidiary as of September 30, 1996 (the "Balance Sheet") and the unaudited consolidated income statement of the Company and Subsidiary for the three months then ended (the "Income Statement" and, together with the Balance Sheet, the "Unaudited Financial Statements"). Except as set forth in Section 3.5(b) of the Disclosure Schedule, the Executive Managers each hereby represent and warrant, and the Director Shareholders each hereby represent and warrant to its or his knowledge, that except for the omission of any required notes thereto and for normal year- end adjustments, such Unaudited Financial Statements have been prepared in all material respects in accordance with GAAP.
Sample 1
Balance Sheet and Income Statement. Balance sheets and ---------------------------------- income statements for each of the Companies at and for the years ended December 31, 1993 and December 31, 1994 at and for the nine months ended September 30, 1995 (Schedule 2.3.1(a)) (the "Financials"). -----------------
Sample 1
Balance Sheet and Income Statement. Balance sheets and ---------------------------------- statements of profit and loss for the Dialysis Business at and for the years ended December 31, 1993, 1994 and 1995 and at and for the two months ended February 29, 1996 (Schedule 2.3.1(a)) (the "Financials"). -----------------
Sample 1

Related to Balance Sheet and Income Statement

  • Financial Statements; Pro Forma Balance Sheet; Projections On or prior to the Initial Borrowing Date, the Administrative Agent shall have received true and correct copies of the historical financial statements, the pro forma financial statements and the Projections referred to in Sections 8.05(a) and (d), which historical financial statements, pro forma financial statements and Projections shall be in form and substance reasonably satisfactory to the Administrative Agent and the Required Lenders.

  • Pro Forma Balance Sheet; Financial Statements The Lenders shall have received (i) the Pro Forma Balance Sheet, (ii) audited consolidated financial statements of the Borrower and its Subsidiaries for the most recently ended fiscal year and (iii) unaudited interim consolidated financial statements of the Borrower and its Subsidiaries for each fiscal quarter ended after the date of the latest applicable financial statements delivered pursuant to clause (i) of this paragraph as to which such financial statements are available.

  • Balance Sheet “Balance Sheet” is defined in Section 3.6 of the Agreement.

  • Interim Financial Statements Complete and accurate copies of the unaudited financial statements of the Company and its consolidated Subsidiaries as at March 31, 2015 have been delivered to the Administrative Agent and such financial statements were prepared in accordance with generally accepted accounting principles in effect on the date such statements were prepared and fairly present the consolidated financial condition and operations of the Company and its Subsidiaries at such date and the consolidated results of their operations for the period then ended, subject to normal year-end audit adjustments.

  • Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.

  • Year-End Financial Statements As soon as available but no later than one hundred (100) days after and as of the end of each financial reporting year, a complete copy of Borrower's audit report, which shall include balance sheet, income statement, statement of changes in equity and statement of cash flows for such year, prepared and certified by an independent certified public accountant selected by Borrower and satisfactory to Lender (the "Accountant"). The Accountant's certification shall not be qualified or limited due to a restricted or limited examination by the Accountant of any material portion of Borrower's records or otherwise.

  • Financial Statements; Projections Each Arranger and the Lenders shall have received (1) the Section 6.12(b) Statements (as defined in the Merger Agreement) for Target’s 2006 fiscal year, (2) unaudited consolidated balance sheets and related statements of income and cash flows of Target and its Subsidiaries (which (x) need not include any information or notes not required by GAAP to be included in interim financial statements, (y) are subject to normal year-end adjustments and (z) need not have been reviewed by Target’s independent auditing firm as provided in Statement on Auditing Standards No. 100) for each fiscal quarter of Target ended after the close of its most recent fiscal year for which financial statements are provided pursuant to the preceding clause (1) and at least 45 days prior to the Closing Date, (3) pro forma consolidated balance sheets and related statements of income of Company and its Subsidiaries (including Target) for the Fiscal Year described in clause (1) above, and for any quarters ended thereafter for which unaudited financial statements are required to be delivered pursuant to clause (2) above, in each case prepared as if the transactions contemplated by this Agreement had been consummated on the last day of the respective period (in the case of balance sheets) or on the first day of the respective period (in the case of income statements) covered thereby, and (4) detailed projected consolidated financial statements of Company and its Subsidiaries for the five Fiscal Years ended after the Closing Date, which projections shall (x) reflect the forecasted consolidated financial condition of Company and its Subsidiaries after giving effect to the transactions contemplated by this Agreement and the related financing thereof and (y) be prepared and approved by Company. It is understood and agreed that the unaudited financial statements required to be delivered pursuant to this subsection 4.1D shall be subject to the Restatement and Related Matters and any impact that any such matters may have on the information set forth in such financial statements except to the extent that any such financial statements are delivered after the date Target has filed with the Securities Exchange Commission restated audited financial statements for its fiscal years ended December 31, 2000 through December 31, 2006.

  • Company Financial Statements The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been provided to the Purchasers (i) have been prepared from, and are in accordance with, the books and records of the Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have 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 thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

  • Annual and Interim Financial Statements From the date hereof through the Closing Date, within thirty (30) calendar days following the end of each three-month quarterly period and each fiscal year, the Company shall deliver to the Purchaser an unaudited consolidated income statement and an unaudited consolidated balance sheet for the period from the Interim Balance Sheet Date through the end of such quarterly period or fiscal year and the applicable comparative period in the preceding fiscal year, in each case accompanied by a certificate of the Chief Financial Officer of the Company to the effect that all such financial statements fairly present the consolidated financial position and results of operations of the Target Companies as of the date or for the periods indicated, in accordance with GAAP, subject to year-end audit adjustments and excluding footnotes. From the date hereof through the Closing Date, the Company will also promptly deliver to the Purchaser copies of any audited consolidated financial statements of the Company and its Subsidiaries that the Company’s certified public accountants may issue.

  • Pro Forma Financial Statements Agent shall have received a copy of the Pro Forma Financial Statements which shall be satisfactory in all respects to Lenders;

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