Financial Condition and Results of Operations Sample Clauses
The 'Financial Condition and Results of Operations' clause requires a party, typically a company, to disclose and discuss its current financial status and the outcomes of its business activities over a specific period. This often involves providing detailed financial statements, analysis of revenues and expenses, and explanations of significant changes or trends affecting the business. By mandating such disclosures, the clause ensures transparency for stakeholders, enabling them to assess the company's financial health and make informed decisions.
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Financial Condition and Results of Operations describe in a manner that is true, fair and adequate and not misleading: (i) (a) the accounting policies that the Company believes to be the most important in the portrayal of the Company’s financial condition and results of operations and which require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”), (b) the uncertainties affecting the application of Critical Accounting Policies, and (c) an explanation of the likelihood that materially different amounts would be reported under different conditions or using different assumptions; and (ii) all material trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof, that would materially affect liquidity and are reasonably likely to occur. The Company is neither engaged in any transactions with, nor has any obligations to, any unconsolidated entities (if any) that are contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company, including structured finance entities and special purpose entities, or otherwise engages in, or has any obligations under, any off-balance sheet transactions or arrangements. As used herein, the phrase reasonably likely refers to a disclosure threshold lower than more likely than not; and the description set out in the Offer Documents, under the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” presents in a manner that is true, fair and adequate and not misleading, the factors that the management of the Company believes have, in the past, and may, in the foreseeable future, affect the business, financial condition and results of operations of the Company.
Financial Condition and Results of Operations accurately and fully describe (i) (a) the accounting policies that the Company believes to be the most important in the portrayal of the Company’s financial condition and results of operations and which require management’s most difficult, subjective or complex judgments (“Critical Accounting Policies”); (b) the uncertainties affecting the application of Critical Accounting Policies; and (c) an explanation of the likelihood that materially different amounts would be reported under different conditions or using different assumptions; and (ii) all material trends, demands, commitments, events, uncertainties and risks, and the potential effects thereof, that the Company believes would materially affect liquidity and are likely to occur. The Company is not engaged in any transactions with, nor has any obligations to, any unconsolidated entities (if any) that are contractually limited to narrow activities that facilitate the transfer of or access to assets by them respectively, including structured finance entities and special purpose entities, nor otherwise engages in, or has any obligations under, any off-balance sheet transactions or arrangements. As used herein, the phrase ‘likely’ refers to a disclosure threshold lower than more likely than not; and the description set out in the Issue Documents, under the section “Management’s Discussion and Analysis of Financial Condition and Results of Operations” fairly and accurately presents the factors that the management of the Company believes have, in the past years described therein, and may, in the foreseeable future, affect the financial condition and results of operations of the Company;
Financial Condition and Results of Operations. [See attached] / [Please see discussion and analysis contained in .]1 [See attached.] FORM OF U.S. TAX COMPLIANCE CERTIFICATE FORM OF U.S. TAX COMPLIANCE CERTIFICATE FORM OF U.S. TAX COMPLIANCE CERTIFICATE FORM OF U.S. TAX COMPLIANCE CERTIFICATE Schedule 1.1A Commitments, Applicable Percentages and Sublimits Schedule 1.1A Commitments, Applicable Percentages and Sublimits Schedule 1.1B Qualified Assets Schedule 1.1B Qualified Assets Schedule 1.1B Qualified Assets Schedule 1.1B Qualified Assets Schedule 3.1A Existing Letters of Credit
Financial Condition and Results of Operations. Seller has previously furnished to Purchaser true, correct and complete copies of the balance sheet of Seller as of December 31, 1998 and as of April 30, 1999 (the latter being referred to herein as the "Most Recent Balance
Financial Condition and Results of Operations. The General Disclosure Package fairly and accurately describes (i) all material trends, demands, commitments and events known to the Company and uncertainties, and the potential effects thereof, that the Company believes would be materially affect its liquidity and are reasonably likely to occur; and (ii) neither the Company nor any of the Subsidiaries and Affiliated Entities is engaged in any transaction with, or have any obligation to, its unconsolidated entities (if any) that is contractually limited to narrow activities that facilitate the transfer of or access to assets by the Company or any of the Subsidiaries and Affiliated Entities, including, without limitation, structured finance entities and special purpose entities, or otherwise engage in, or have any obligation under, any off-balance sheet transaction or arrangement. As used herein, the phrase “reasonably likely” refers to a disclosure threshold lower than “more likely than not”.
Financial Condition and Results of Operations presents in a manner that is true and adequate and not misleading, the factors that the management believes have, in the past periods described therein, and may, in the foreseeable future, affect the business, financial condition and results of operations of the Company Entities.
Financial Condition and Results of Operations. The following includes ▇▇▇▇▇▇▇▇’▇ management’s discussion of the financial results, liquidity and other key items related to ▇▇▇▇▇▇▇▇’▇ performance and should be read in conjunction with the consolidated financial statements of Ducommun and related notes filed with the SEC. In addition, the following includes ▇▇▇▇▇▇▇’▇ management’s discussion of the financial results, liquidity and historical financial condition of ▇▇▇▇▇▇▇ for periods completed prior to the consummation of the Transactions, which should be read in conjunction with the consolidated financial statements of ▇▇▇▇▇▇▇ and related notes filed with the SEC. All references to fiscal year 2010, 2009 and 2008 refer to fiscal years ended December 31, 2010, 2009 and 2008, respectively, in the case of Ducommun, and the fiscal years ended June 27, 2010, June 28, 2009 and June 29, 2008, respectively, in the case of ▇▇▇▇▇▇▇. The discussion and analysis of historical periods prior to the consummation of the Transactions does not reflect the significant impact that the Transactions will have on us. See “Unaudited Pro Forma Condensed Combined Financial Data.” Unless the context indicates otherwise, the terms “Ducommun,” “we,” “our” or “us” are used to refer to Ducommun and its consolidated subsidiaries, including, where applicable, ▇▇▇▇▇▇▇ on a pro forma basis. The term “▇▇▇▇▇▇▇” refers to ▇▇▇▇▇▇▇, Inc. and its consolidated subsidiaries.
Financial Condition and Results of Operations. (y) with respect to the annual and quarterly information, a presentation of Adjusted EBITDA of the Issuer (the foregoing financial information to be prepared on a basis substantially consistent with the presentation of non-GAAP financial measures included in the Offering Memorandum); and (z) with respect to the annual financial statements only, a report on the annual financial statements by the Issuer’s independent registered public accounting firm; it being understood that the Issuer shall not be required to include, except as otherwise provided in this Section 4.02(a), any other adjustment that would be required by any SEC rule, regulation or interpretation, including but not limited to any “push down” accounting adjustment; and (ii) within five Business Days after the occurrence of an event required to be therein reported, such other information containing substantially the same information that would be required to be contained in filings with the SEC on Form 8-K under Items 1.01, 1.02, 1.03, 2.01, 2.06, 4.01, 4.02, 5.01 and 5.02
Financial Condition and Results of Operations and, with respect to the annual information only, a report on the annual financial statements by the Company’s certified independent accountants; and
Financial Condition and Results of Operations. MagneTek has furnished to Buyer (i) the unaudited balance sheet and related unaudited statements of income (including the deprecation, amortization and capital spending data to the extent noted on Schedule 3.14) of the Division for the fiscal years ended June 30, 1993 and June 30, 1994 and (ii) the unaudited balance sheet and related unaudited statement of income of the Division for the three-month period ended September 30, 1994 (collectively, the "Financial Statements"), each of which are set forth on Schedule 3.14. Except as set forth therein or on Schedule 3.14, the Financial Statements present fairly the financial condition and results of operations of the Division as of the dates and for the periods indicated and have been prepared in conformity with generally accepted accounting principles applied on a consistent basis with prior periods. Except as set forth on Schedule 3.14, the Adjusted July Balance Sheet fairly presents, in all material respects, the Division Assets and Division Liabilities on To the Knowledge of Sellers, other than the Retained Liabilities, there are no material Liabilities of or relating to the Division, except (a) Liabilities which are reflected or reserved against on the Adjusted July Balance Sheet and which have not been paid or discharged since the date thereof, (b) Liabilities arising under the Contracts listed on Schedule 3.7 (or under Contracts which, pursuant to the terms of Section 3.7, are not required to be so listed), and (c) other Division Liabilities that were incurred since the date of the Adjusted July Balance Sheet in the ordinary course of the Business and consistent with the Division's past practices.