Closing Financial Statement Sample Clauses

Closing Financial Statement. At Closing, the Stockholders shall deliver to BRI the balance sheet and related statements of operations and statements of cash flows with respect to the Management Company for the one month period that ended immediately preceding the month in which the Closing occurs, certified by the Management Company&WP1-9;s chief financial officer (the "Closing Financial Statement").
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Closing Financial Statement. At least four business days prior to the Closing, Company shall provide Parent with Company’s consolidated financial statements presenting the financial condition of Company and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and their results of operations for the period January 1, 2008 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, however, that if the Effective Time occurs on or before the tenth Business Day of the month, Company shall have provided financial statements as of and through the second month preceding the Effective Time (the date that such Closing Financial Statements are prepared as of shall sometimes be referred to herein as the “Determination Date”). Such financial statements shall have been prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. The Closing Financial Statements shall be accompanied by a certificate of Company’s Chief Executive Officer and Chief Financial Officer, dated as of the Effective Time, to the foregoing effect and to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Company.
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Closing Financial Statement. VCB and the Bank shall deliver to Bancorp as soon as available, but not less than five days prior to the Effective Date, the financial statements of VCB and the Bank as of the end of the calendar month immediately preceding the Effective Date (the "Closing Financial Statement") if the Effective Date is on or after the 15th day of the month in which the Effective Date occurs, and as of the end of the second calendar month immediately preceding the Effective Date if the Effective Date is prior to the 15th day of the month in which the Effective Date occurs. The Closing Financial Statement shall contain a balance sheet, statement of income, and statement of changes in stockholders equity substantially in the form set forth in the quarterly financial statement of VCB and the Bank for the period ended December 31, 1997. At the time of its delivery, the Closing Financial Statement shall be in accordance with the books and records of VCB and the Bank, present fairly the financial position and results of operations of VCB and the Bank, be prepared in accordance with generally accepted accounting principles applied on a consistent basis, and be certified to such effect by the President of VCB and the Bank. The person executing the Certificate shall not be individually liable for any error in the Closing Financial Statement except for actual fraud. As soon as practicable thereafter, Bancorp's accountants shall review the Closing Financial Statement.
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Closing Financial Statement. At the Closing, the Company shall deliver to Parent an unaudited balance sheet of the Company, as of the Closing, which shall be prepared in accordance with GAAP (except that the Closing Date Balance Sheet will not be required to include footnotes) using the same accounting methods, standards, policies, practices and estimation methodologies used to prepare the Financial Statements (the “Closing Date Balance Sheet”), and, based on the Closing Date Balance Sheet, a statement, in form and substance satisfactory to Parent, setting forth the Company’s calculation of the Closing Net Working Capital Amount, the Closing Net Working Capital Deficit (if any), the Company Debt, the Transaction Expenses, the Aggregate Vested Exercise Price and, based on such amounts, the Aggregate Merger Consideration (the “Closing Financial Statement”), which shall be certified in writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company. The Closing Financial Statement shall be based on the Closing Date Balance Sheet and shall fairly and accurately present the Closing Net Working Capital Amount, the Closing Net Working Capital Deficit (if any), the Company Debt, the Transaction Expenses and the Aggregate Vested Exercise Price. The Company shall prepare in good faith and deliver to Parent an estimated Closing Date Balance Sheet and an estimated Closing Financial Statement at least three (3) business days prior to the Closing Date.
Sample 1
Closing Financial Statement. Within 90 day of the Closing Date, Seller shall deliver to Buyer a balance sheet dated as of the end of the month immediately preceding the Closing Date and related statements of income for the period beginning on January 1, 2012 and ending on the last day of the month immediately preceding the Closing Date (the "Closing Financial Statements") which shall be prepared on an accrual basis consistently applied to fairly present the financial condition, assets and liabilities of the Seller as of such date. In addition, within 90 days of the Closing Date, Seller will deliver to Buyer a copy of its filed 2009, 2010 and 2011 Federal Income Tax Returns.
Sample 1
Closing Financial Statement. The Closing Financial Statement as described in Section 5.1(b); and
Sample 1
Closing Financial Statement. Shareholders agree to prepare a Proposed Financial Statement ("PFS") of VCI and cause it be examined and audited by the accounting firm specified in Exhibit 6.2, Certified Public Accountant for VCI (VCI's CPA) as of the close of business on August 31, 1995 ("Net Worth Date") for the period from November 1, 1994 through August 31, 1995, to be prepared in accordance with generally accepted accounting principles consistently applied with those used in preparation of the Financial Statements for the year ended October 31, 1994, (referred to herein as the "Current Financial Statement") except as otherwise set forth herein. The PFS will properly reflect accruals for vacation pay and work in process and will not reflect extraordinary gains from the sale of wire and cable. The value reflected for inventory on the PFS shall be based on physical counts as of the Net Worth Date on a first-in, first-out basis and shall be consistent with the inventory provisions of paragraph 3.1(k) herein, provided however that any inventory 40 items included in the October 31, 1993 Financial Statements shall be excluded from the PFS. The value reflected for accounts receivable on the PFS shall be determined net of the allowance for estimated uncollectible accounts established with respect thereto, the amount of said allowance to be determined in a manner consistent with the principles and practices used in establishing such allowance on the Current Financial Statement. VCI shall cause said PFS to be audited by VCI's CPA and shall cause it to be delivered to Buyer with the report of VCI's CPA to the effect that said Statement has been prepared in a manner consistent with the provisions of this Agreement. At Acquisi- tion's request, Acquisition's CPA, shall be entitled to observe the taking of physical inventories and other audit procedures employed by VCI's CPA in examining and auditing the PFS. Imme- diately following receipt of the report from VCI's CPA, VCI shall furnish to Acquisition a copy of the PFS and shall make available to Acquisition's accountants the working papers and schedules and source materials used by VCI and by VCI's CPA in preparing and reviewing the PFS and in connection with the preparation and/or audit of the financial statement referred to hereinabove. If, within fifteen (15) business days after the date on which the report of VCI's CPA is delivered to Acquisition, VCI shall not have received written notice from the Acquisition stating in detail the respects i...
Sample 1
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Closing Financial Statement. (a) That, as soon as practicable, and no later than July 16, 2001, CRISTALERIAS and Crowpla shall deliver to the audit firm PricewaterhouseCoopers (the "Auditors") the balance sheet and the financial statements of Crowpla as of the closing of business on June 30, 2001 (hereinafter the "Ad Interim Financial Statements"), to have them submitted to a complete audit.
Sample 1

Related to Closing Financial Statement

  • Closing Financial Statements At least eight Business Days prior to the Effective Time, Seller shall provide Buyer with Seller’s consolidated financial statements presenting the financial condition of Seller and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Seller’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2021, through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, that if the Effective Time occurs on or before the 15th day of the month, Seller shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Such Closing Financial Statements shall have been prepared in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments, except that such Closing Financial Statements may omit the footnote disclosure required by GAAP. Such Closing Financial Statements shall be accompanied by, as of the date of such Closing Financial Statements, (a) accruals or estimates for all fees, costs and expenses incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) in connection (directly or indirectly) with the transactions contemplated by this Agreement, (b) the capital ratios set forth in Section 8.2(f), (c) the asset quality metrics set forth in Section 8.2(d), and (d) a certificate of Seller’s chief financial officer, dated as of the date of such delivery of the Closing Financial Statements, to the effect that such financial statements meet the requirements of this Section 7.13 and continue to reflect accurately, as of the date of such certificate, the consolidated financial condition, results of operations, cash flows and shareholders’ equity of Seller in all material respects (which certification shall be reaffirmed in the certificates required to be delivered pursuant to Section 8.2(c)).

  • Audited Financial Statements The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Parent Financial Statements The consolidated financial statements (including all related notes thereto) of Parent included in the Parent SEC Documents (if amended, as of the date of the last such amendment filed prior to the date of this Agreement) fairly present in all material respects the consolidated financial position of Parent and its consolidated Subsidiaries, as at the respective dates thereof, and the consolidated results of their operations and their consolidated cash flows for the respective periods then ended (subject, in the case of the unaudited statements, to normal year-end audit adjustments and to the absence of information or notes not required by GAAP to be included in interim financial statements) in conformity with GAAP (except, in the case of the unaudited statements, as permitted by the SEC) applied on a consistent basis during the periods involved (except as may be indicated therein or in the notes thereto).

  • Additional Financial Statements Seller shall promptly furnish to Buyer a copy of all Financial Statements for each additional month-end period beyond the Balance Sheet Date as soon as same is regularly prepared by Seller in the Ordinary Course of Business. All such additional Financial Statements shall be subject to the same representations and warranties as contained in Section 3.23

  • Subsequent Financial Statements The Company shall provide to Parent, sufficiently in advance so as to permit a reasonable period of time to review and discuss the contents thereof, its financial results for any period after the date of this Agreement prior to making such results publicly available and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such review and discussion.

  • Unaudited Financial Statements The School shall prepare and submit its unaudited annual financial statements to the Commission by September 15 of the subsequent fiscal year; provided that the Commission, with reasonable notice to the School, may change the deadline depending on circumstances.

  • Interim Financial Statements The unaudited consolidated balance sheet of the Borrower and its Consolidated Subsidiaries as of June 30, 2012 and the related unaudited consolidated statements of income and cash flows for the six months then ended fairly present, in conformity with GAAP applied on a basis consistent with the financial statements referred to in subsection (a) of this Section, the consolidated financial position of the Borrower and its Consolidated Subsidiaries as of such date and their consolidated results of operations and cash flows for such six-month period (subject to normal year-end audit adjustments).

  • Monthly Financial Statements As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);

  • Original Financial Statements (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

  • 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.

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