Closing Financial Statements Sample Clauses
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Closing Financial Statements. At least eight Business Days prior to the Effective Time, Southwest shall provide ▇▇▇▇▇▇▇ with Southwest’s consolidated financial statements presenting the financial condition of Southwest and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and Southwest’s consolidated results of operations, cash flows, and shareholders’ equity for the period from January 1, 2016 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 Business Day of the month, Southwest shall have provided consolidated financial statements as of and through the second month preceding the Effective Time. Concurrently with the delivery of the Closing Financial Statements, Southwest shall provide ▇▇▇▇▇▇▇ with a schedule (the “Transaction Fee Schedule”) setting forth in reasonable detail the fees and expenses incurred and paid as well as accrued and unpaid by the Southwest Entities in connection with the transactions contemplated by this Agreement. Such 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. Such Closing Financial Statements shall exclude as of their date fees and expenses and accruals for all fees 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. The Closing Financial Statements shall include (a) the capital ratios set forth in Section 8.2(g) (but excluding from the calculation of such ratios the amounts set forth on the Transaction Fee Schedule) and (b) the asset quality metrics set forth in Section 8.2(e), and shall be accompanied by a certificate of Southwest’s chief financial officer, dated as of the Effective Time, to the effect that (i) such financial statements meet the requirements of this Section 7.17 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 Southwest in all material respects and (ii) the Transaction Fee Schedule accurately reflects, as of the same date, all fees and expenses incurred or accrued by the Southwest Entities in c...
Closing Financial Statements. At least five Business Days prior to the Effective Time of the Merger, the Company shall provide Parent with the Company’s consolidated financial statements presenting the financial condition of the Company and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and the Company’s consolidated results of operations for the period from January 1, 2006 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, however, that if the Effective Time of the Merger occurs on or before the fifth Business Day of the month, the Company shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. 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. Such financial statements shall be accompanied by a certificate of the Company’s Chief Financial Officer, dated as of the Effective Time, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of the Company in all material respects. Such Closing Financial Statements shall also reflect accruals for all Professional Fees incurred or expected to be incurred (whether or not doing so is in accordance with GAAP) and shall be accompanied by a certificate of the Company’s Chief Financial Officer, dated as of the Effective Time, to the effect that such financial statements meet the requirements of this Section 6.22.
Closing Financial Statements. 45 11.3 Rescission....................................................41
Closing Financial Statements. The financial statements delivered to the Lenders pursuant to SECTION 6.01(a) and (b), if any, (i) have been prepared in accordance with GAAP (except as may otherwise be permitted under SECTION 6.01(a) and (b)) and (ii) present fairly (on the basis disclosed in the footnotes to such financial statements, if any) in all material respects the consolidated and consolidating financial condition, results of operations and cash flows of the Company and its Consolidated Subsidiaries as of the respective dates thereof and for the respective periods covered thereby.
Closing Financial Statements. Buyer shall have received the Closing Financial Statements.
Closing Financial Statements. (a) Seller and Shareholder shall prepare an estimated balance sheet (“Closing Balance Sheet”) of Seller as of the Effective Time on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Shareholder and Seller. In addition, Seller and Shareholder shall prepare the following lists of Seller for the purpose of the Closing: Accounts Receivable (“Closing Accounts Receivable”) as set forth in Part 3.11, and Accounts Payable (“Closing Accounts Payable”) and Accrued Liabilities (“Closing Accrued Liabilities”) on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet and certified to be true and correct in all material respects (subject to it being an estimate) by the Chief Financial Officer of Shareholder and Seller. The Closing Balance Sheet, Closing Accounts Receivable, Closing Accounts Payable, and Closing Accrued Liabilities shall be defined as the “Closing Financial Statements.”
(b) Within 15 days after the Closing Date, Buyer shall prepare and deliver to Seller and Shareholder the final Closing Balance Sheet as of the Effective Time on the same basis and applying the same generally accepted accounting principles, policies and practices that were used in preparing the Balance Sheet, and certified to be true and correct in all material respects by the Chief Financial Officer of Buyer. Seller shall notify Buyer of any objections to such Closing Balance Sheet within fifteen (15) days after Seller receives such documents. If Seller does not notify Buyer of any objections by the end of such 15-day period, then Closing Balance Sheet shall be considered final on the last day of such 15-day period. If Seller does notify Buyer of any objections by the end of such 15-day period, and Seller and Buyer are unable to resolve their differences within 15 days thereafter, then the disputed amounts shall be submitted the Arbiter for resolution, with the costs thereof paid 50% by Seller and 50% by Buyer, and the Arbiter shall be instructed to deliver a final Closing Balance Sheet to Seller and Buyer as soon as possible. In the event, Liabilities on the final Closing Balance Sheet (excluding any Liabilities incurred on the Closing Date for deliveries of Inventory) are higher than the Liabilities on t...
Closing Financial Statements. At least five Business Days prior to the Effective Time of the Merger, the Company shall provide Parent with the Company’s financial statements presenting the financial condition of the Company as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and the Company’s results of operations for the period from January 1, 2005 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, however, that if the Effective Time of the Merger occurs on or before the sixth Business Day of the month, the Company shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. 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. Such financial statements shall be accompanied by a certificate of the Company’s chief financial officer, dated as of a date no earlier than two Business Days prior to the Effective Time of the Merger, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Company in all material respects.
Closing Financial Statements. The Closing Financial Statements.
Closing Financial Statements. (a) As promptly as practicable, but in no event later than thirty (30) days following the Closing Date, Seller shall cause the following to be prepared and delivered to Purchaser: unaudited balance sheets of the Business for the two fiscal years and any interim fiscal period ending prior to the Closing Date, and unaudited income statements and unaudited cash flow statements of the Business for the two fiscal years and any interim fiscal period ending prior to the Closing Date.
(b) Seller shall instruct its external auditors G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or another PCAOB-registered auditing firm of national repute) to audit the financial statements contemplated by Section 7.1(a) and furnish an audit report thereon to Purchaser in time for Purchaser to comply with its filing obligations under Form 8-K pursuant to the Exchange Act with respect to the Transaction (such financial statements and audit report are referred to herein as the “Audited Financial Statements”). Purchaser shall pay to G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or such other firm, as the case may be) its fees and expenses for such audit. Seller will allow and ask G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or such other firm, as the case may be) to cooperate with Purchaser’s external auditors with respect to G▇▇▇▇ ▇▇▇▇▇▇▇▇’▇ (or such other firm’s, as the case may be) backup documentation and workpapers related to the Audited Financial Statements and its audit thereon.
(c) Seller shall deliver to Purchaser an accurate and complete list of all Receivables and accounts payable included in the Excluded Assets and Assumed Liabilities as of a date no more than three (3) Business Days prior to the Closing Date (the “Accounts Statement”), which shall be certified by the Chief Financial Officer of Seller.
Closing Financial Statements. At least four (4) Business Days prior to the Effective Time, the Company shall provide Parent with the Company’s financial statements presenting the financial condition of the Company as of the close of business on the last day of the last month ended prior to the Effective Time and the Company’s results of operations for the period January 1, 2005 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 fifth Business Day of the month, the Company shall have provided financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements (except for the footnotes thereto) 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. Such financial statements shall be accompanied by a certificate of the Company’s 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 the Company in all material respects.