Company Financials Sample Clauses

Company Financials. Parent shall have received from the Company audited financial statements for the Company’s last two fiscal years, together with such other statements that would be in compliance with Regulation S-X and the General Rules and Regulations of the Securities Act, and such unaudited financial statements as otherwise required for the quarterly periods (ending August 31, 2008, November 30, 2008 and February 28, 2009) since the last audit. The Company shall also deliver to Parent its audited financial statements for its fiscal year ended May 31, 2009, prior to filing the final Proxy Statement. The auditing firm shall be Deloitte & Touche LLP, or such other nationally recognized accounting firm as is acceptable to Parent and the Company.

Company Financials. The Company's Financials (including the notes thereto) to be provided by the Company to Parent on or before Closing will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and present fairly in all material respects the financial position and operating results of the Company as of the dates and during the periods indicated therein, subject, in the case of the Company Interim Financial Statements, to normal year-end adjustments, which adjustments will not be material in amount or significance and except that the Company Interim Financial Statements may not contain footnotes. The Company Financials will be at the time of presentation be correct and complete in all material respects and except as set forth in Section 2.8 of the Company Disclosure Schedule, there has been no material change in any accounting policies, principles, methods or practices of the Company, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), since its inception. The Company's unaudited consolidated balance sheet as of September 30, 2006 is referred to herein as the "Current Balance Sheet."

Company Financials. The consolidated financial statements of the Company included in the Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act), have been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except (i) with respect to financial statements included in Company SEC Documents, as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X under the Securities Act) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown.

Company Financials. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents as of their respective dates (the “Company Financials”): (i) complied as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Forms 10-Q, 8-K or any successor forms under the Exchange Act), and (iii) fairly presented in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated. All of the Subsidiaries of the Company are consolidated for accounting purposes as required by GAAP. The consolidated balance sheet of the Company contained in the Company SEC Documents as of December 31, 2004 is hereinafter referred to herein as the “Company Balance Sheet,” and December 31, 2004 is hereinafter referred to herein as the “Company Balance Sheet Date.”

Company Financials. (a) On or prior to September 20, 2019, Parent has provided Buyer with true and correct copies of (i) the unaudited balance sheet, income statement, statement of shareholder’s equity and statement of cash flows for the Company as of and for the years ended December 31, 2018 and December 31, 2017, and (ii) the unaudited balance sheet of the Company as of July 31, 2019 (the “Latest Balance Sheet”) and the related unaudited income statement, statement of shareholder’s equity and statement of cash flows for the seven (7) month period then ended (such financial statements described in clauses (i) and (ii), collectively, with any Interim Period Financial Statements delivered after the date hereof pursuant to Section 8.1(b), the “Company Financials”). The Company Financials, when delivered, were prepared in accordance with the books and records of the Company, are true, correct and complete in all material respects, and present fairly and accurately in all material respects the financial condition and results of operations of the Company as of the respective dates thereof and for the periods specified therein. (b) The Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) the Company does not maintain any off-the-book accounts and that the Company’s assets are used only in accordance with management directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for its assets, (iv) access to its assets is permitted only in accordance with management’s authorization, (v) the reporting of its assets is compared with existing assets at regular intervals and verified for actual amounts and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. All of the financial books and records of the Company are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. The Company has not been subject to or involved in any material fraud that involves management or other employees who have a significant role in the inter...

Company Financials. Each of the consolidated financial statements of Intelsat, Ltd. contained in the Company SEC Documents, as of their respective dates (including, in each case, any related notes thereto) (the “Company Financials”): (i) complied (or, in the case of Company Financials included in any Company SEC Document filed after the date of this Agreement, will comply) as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) was prepared (or, in the case of Company Financials after the date of this Agreement, will be prepared) in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Forms 10-Q, 8-K or any successor forms under the Exchange Act), and (iii) fairly presented (or, in the case of Company Financials after the date of this Agreement, will fairly present as of their respective dates) in all material respects the consolidated financial condition of Intelsat, Ltd. and Intelsat, Ltd.’s consolidated Subsidiaries as at the respective dates thereof and the consolidated results of such entity’s operations and cash flows for the periods indicated, it being understood that any reference to Company Financials filed after the date hereof means, if such Company Financials have been amended, such Company Financials as so amended. All of the Subsidiaries of Intelsat, Ltd. are consolidated for accounting purposes as required by GAAP. The consolidated balance sheet of Intelsat, Ltd. contained in the Company SEC Documents as of March 31, 2007 is hereinafter referred to herein as the “Company Balance Sheet,” and March 31, 2007 is hereinafter referred to herein as the “Company Balance Sheet Date.”

Company Financials. (a) The Company shall, promptly after the date hereof, provide Parent a copy of the Company Financials. Such Company Financials shall be true, correct and complete in all material respects and have been prepared in accordance with the Books and Records of the Company and the Company’s accounting principles (subject to normal year-end adjustments and the absence of notes, which adjustments or notes will not be material in amount or significance). The Company Financials shall present fairly and accurately, in all material respects, the financial condition and operating results of the Company and the Company Subsidiaries (including assets, liabilities, profit, loss and cash flows) as of the dates and during the periods indicated therein, all in accordance with GAAP. (b) Except as set forth in Section 2.8(b) of the Company Disclosure Schedule, the Company has at all times (i) made and kept true, correct and complete Books and Records in all material respects and (ii) maintained, enforced and complied with internal accounting controls that have at all times provided reasonable assurance that (A) transactions are not (and have not been) executed in contravention of management’s authorization, (B) material transactions are (and have been) recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (C) access to its assets is not (and has not been) permitted in contravention of management’s authorization, (D) all material information concerning the Company is (and has been) made known to the appropriate members of the Company’s management, and (E) all information required to be reported or reflected in the Company’s financial statements is (and has been) recorded, processed, summarized and timely reported to the appropriate members of the Company’s management, in all material respects. There has been (w) no significant change in the Company’s internal controls over financial reporting since the date hereof, (x) no significant deficiency or material weakness (or claim or allegation thereof) in the design or operation of the Company’s internal controls over financial reporting which would be reasonably likely to adversely affect the Company’s ability to record, process, summarize and report financial information during any of the periods covered by the Company Financials, (y) to the Knowledge of the Company, no fraud, whether or not material, involving any Company Member or management or any other employee o...

Company Financials. The Company’s Financials (including the notes thereto) to be provided pursuant to Section 6.2 below by the Company to Parent on or before Closing will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and present fairly in all material respects the financial position and operating results of the Company as of the dates and during the periods indicated therein, subject, in the case of the Company Interim Financial Statements, to normal year-end adjustments, which adjustments will not be material in amount or significance. The Company Financials will be at the time of presentation correct and complete in all material respects and there has been no material change in any accounting policies, principles, methods or practices of the Company, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), since its inception. The Company’s unaudited consolidated balance sheet as of June 30, 2007 is referred to herein as the “Current Balance Sheet.”

Company Financials. Parent and Parent’s independent auditors, PricewaterhouseCoopers LLP, shall have been furnished with evidence satisfactory to them that the Company’s revenue recognition policies as reflected on the Company Financials are in accordance with GAAP.

Company Financials. The Stockholders acknowledge that the Buyer may be required to file the Company's financial statements with the U.S. Securities and Exchange Commission and the Stockholders agree to use commercially reasonable efforts to assist Buyer in obtaining any necessary consents and take any other necessary actions to permit Buyer to make such filings.