Certain Financial Statements Sample Clauses

Certain Financial Statements. (a) Prior to Closing, the Company shall use its reasonable best efforts to cause to be prepared at its sole cost and expense, and to deliver to the Buyer, (i) audited carve-out financial statements for the Company as of and for the fiscal years ended December 31, 2017 and December 31, 2016, audited by a nationally recognized, independent registered public accounting firm, (ii) either (x) if the Closing Date occurs prior to March 31, 2019, unaudited interim financial statements as of and for the nine (9)-month periods ended September 30, 2018 and September 30, 2017 (which, in the case of the financial statements for the period ended September 30, 2017, shall be prepared on a carve-out basis) or (y) if the Closing Date occurs on or after March 31, 2019, audited carve-out financial statements for the Company as of and for the fiscal year ended December 31, 2018, audited by a nationally recognized, independent registered public accounting firm, (iii) any other financial statements of the Company that Buyer reasonably determines are required in connection with the Merger by Item 9.01 of Form 8-K and Rule 3-05 of Regulation S-X of the SEC for a business acquisition required to be described in answer to Item 2.01 of Form 8-K and (iv) such other information of the Company as the Buyer may reasonably request in order for the Buyer to prepare the pro forma financial information that Buyer reasonably determines is required by Item 9.01 of Form 8-K. The financial statements described in the foregoing sentence shall (A) be prepared in accordance with GAAP, (B) comply with the requirements of Regulation S-K and Regulations S-X under the Securities Act that would apply to a registration statement of Buyer filed with the SEC on Form S-3 that is required to contain or incorporate by reference such financial statements pursuant to Section 3-05 of Regulation S-X and (C) fairly present the financial condition, results of operations, cash flows and changes in stockholders’ equity for the periods presented. (b) Prior to the Closing, the Company shall provide the Buyer with such additional information within the Company’s custody or control, including consents and reliance letters from the Company’s nationally recognized, independent registered public accounting firm, as the Buyer may reasonably request in order to comply with the requirements for financial statements included in registration statements or reports filed with the SEC.

Certain Financial Statements. Parent agrees to prepare, or cause the preparation of, and to deliver to Buyer as soon as practicable following the date of this Agreement for inclusion in the Registration Statement or otherwise in connection with the financing contemplated by Section 10.15 or in any Form 8-K or other form of Buyer relating to the transactions contemplated hereby required, if any, to be filed with the SEC, such financial statements relating to Sellers or the Purchased Assets as Buyer may be required by Applicable Law to include therein. Buyer shall pay the fees of Price Waterhouse LLP, independent accountants for Parent and Sellers, relating to the preparation and audit of such financial statements and the participation, if any, of Price Waterhouse LLP in the preparation of an amendment to the Registration Statement or other documents filed by Buyer with the SEC or otherwise in connection with the financing contemplated by Section 10.15.

Certain Financial Statements. The Administrative Agent and the lenders shall have received, at least one Business Day prior to the Third Amendment Effective Date, the financial statements and reports required by Section 5.1(b) of the Credit Agreement (and the Compliance Certificate relating thereto) for the period ended September 30, 1999 demonstrating compliance for such period (and the period of four fiscal quarter ended as of such date, as applicable) with Sections 6.11, 6.12, 6.13, 6.14 and 6.15 after giving effect to the amendments to such Sections set forth herein.

Certain Financial Statements. AstraZeneca or an Affiliate of AstraZeneca has made available to Horizon or its Representatives the annual gross sales and net sales (and certain components thereof) for the Product in the Horizon Territory for the past [...***...] completed Calendar Years. Such financial information was prepared from the books and records of Astra Zeneca or an Affiliate of AstraZeneca, as applicable, and fairly presents in all material respects the annual gross sales and net sales for the Product in the Horizon Territory for the periods indicated.

Certain Financial Statements. Sellers shall furnish to ---------------------------- Buyer, at Buyer's expense, the following financial statements for the Business: (i) audited consolidated balance sheets as at December 31, 1999 (or such later calendar year-end date as may be required to be filed by Buyer by Regulation S-X under the Securities Act of 1933, as amended) and related consolidated statements of income and cash flows for the years then ended and (ii) any unaudited interim consolidated financial statements (including balance sheet and statements of income and cash flows) for such later interim period as may be required by Regulation S-X. Such financial statements shall: (x) be prepared in accordance with the books and records of Sellers relating to the Business; (y) be prepared in accordance with generally accepted accounting principles consistently applied (subject, in the case of unaudited financial statements, to the omission of footnote disclosure) and the requirements of Regulation S-X; and (z) fairly present, in all material respects, the financial condition and the results of operations and cash flows for the Business as at the dates thereof and for the fiscal periods covered thereby. Buyer shall specify to Sellers such statements that Buyer will so require. Sellers shall provide such statements to Buyer within 90 days following such request; provided that if Closing occurs after December 31, 2000, Sellers will provide such statements within 60 days after the Closing. Sellers shall cooperate to provide such statements earlier to the extent reasonably practicable if Buyer shall so request.

Certain Financial Statements. (a) Schedule 3.7(a) includes the following financial statements (the "FINANCIAL STATEMENTS"): (i) true, complete and correct copies of Altek's unaudited balance sheet and statements of income for the year ended March 31, 2001 and all schedules, and (ii) true, complete and correct copies of Altek's unaudited balance sheet for the eight month period ended November 30, 2001 (the "INTERIM BALANCE SHEET") and statements of income for the eight month period then ended. Each of the Financial Statements (including the notes thereto), except to the extent that the applicable Financial Statement presents only summary financial information, fairly presents the financial position and the results of the operations of the Business for the respective periods therein stated, and reflects adequate reserves for all known Liabilities, including all vacation Liability earned, as of the respective dates therein stated, in accordance with GAAP and, to the extent consistent with GAAP, Seller's policies, except as noted on Schedule 3.7(a). (b) The Business does not have any Liability of any nature that is not reflected or reserved against on the Interim Balance Sheet except for: (i) Liabilities of a similar nature as those reflected or reserved against on the Interim Balance Sheet that were incurred in the Ordinary Course since the date of the Interim Balance Sheet; (ii) Liabilities of any nature that are not required by GAAP to be so reflected or reserved against; and (iii) those Liabilities set forth on Schedule 3.7(b). Accounts payable reflected in the Financial Statements and the Interim Balance Sheet have arisen from bona fide transactions. Except as set forth on Schedule 3.7(b), all Liabilities of the Business incurred after the date of the Interim Balance Sheet were incurred in the Ordinary Course, arose from bona fide transactions, and are usual and normal in amount both individually and in the aggregate. Except as set forth in the Financial Statements or the Interim Balance Sheet, all Liabilities of the Business can be prepaid without penalty at any time.

Certain Financial Statements. Seller shall use reasonable best efforts to deliver (at Seller’s sole cost and expense) to Buyer (a) by May 15, 2017 audited financial statements of the Business for the fiscal year ended April 29, 2016 and (b) by July 1, 2017 reviewed but unaudited financial statements of the Business for the nine (9) fiscal months ended January 27, 2017; provided, that in the event that either of the financial statements described in the foregoing clauses (a) and (b) are not delivered to Buyer by the dates specified in the foregoing clauses (a) and (b), then, in each case, Seller will remain obligated to continue to use reasonable best efforts to deliver the financial statements to Buyer specified in the foregoing clauses (a) and (b).

Certain Financial Statements. The Company agrees to cooperate, and to use its commercially reasonable efforts to cause its accountants to cooperate, in providing (a) historical financial information of the Company to Buyer in a manner for Buyer to satisfy its filing obligations with the SEC following the Closing, and (b) any other information reasonably requested by Buyer, in each case in order to comply with the disclosure requirements of Rule 3-05 of Regulation S-X of the Securities Act.

Certain Financial Statements. 25 6.8 Information Regarding Permits............................ 25 6.9