FINANCIAL STATEMENTS AND CERTIFICATE Sample Clauses

FINANCIAL STATEMENTS AND CERTIFICATE. As soon as possible, Seller shall prepare and deliver to and to be received by Buyer the balance sheet of the Company as at April 30, 2006, all of which shall be in form and substance satisfactory to Buyer. Seller will deliver at Closing a certificate executed by Seller in which Seller shall represent and warrant to Buyer that:
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FINANCIAL STATEMENTS AND CERTIFICATE. Target, Sellers and Technology Sellers will cause Amper, Politiziner & Xxxxxx, certified public accountants, to prepare in conformity with generally accepted accounting principles consistently applied, audited balance sheets of each Target and its subsidiaries, if any, and related consolidated and consolidating statements of income, change in stockholders' equity and cash flows as of the dates and for the periods set forth on Exhibit X. Xxxxxxx, Technology Sellers and each Target will cause such financial statements to be prepared and delivered to Buyer within 60 days after the Closing.
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FINANCIAL STATEMENTS AND CERTIFICATE. The Seller has prepared and delivered to Buyer (i) unaudited statements of income, on a combined basis, of the Business and the other businesses operated by Seller (the "BCR Business") for the quarters ending September 30, 2000, December 31, 2000, March 31, 2001 and June 30, 2001 and (ii)
Sample 1
FINANCIAL STATEMENTS AND CERTIFICATE. The parties contemplate that as soon as possible following the Closing Date, but in no event later than October 31, 1998, Selling Parent shall prepare in conformity with generally accepted accounting principles consistently applied and deliver to Purchaser financial statements (including balance sheet, income statement, and statement of cash flows) for the Selling Sub and for the period before formation of the Selling Sub, Selling Parent's division engaged in the Business, for the calendar years ended December 31, 1996 (to the extent requested by Purchaser) and December 31, 1997, and for the interim six month period ended June 30, 1998, together with a report by the Selected CPA, all of which must be in form and substance satisfactory to Purchaser. The financial statements for the calendar year periods must be audited by independent certified public accountants satisfactory to Purchaser (the "Selected CPA"). Selling Parent shall deliver to Purchaser with the financial statements a certificate executed by Selling Parent representing and warranting to Purchaser that the financial statements are complete and correct and presented fairly and accurately in conformity with generally accepted accounting principles, consistently applied. Selling Parent consents to Purchaser filing the financial statements with the SEC in connection with an offering of its securities and for other purposes and shall sign any separate form required to evidence its consent.
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FINANCIAL STATEMENTS AND CERTIFICATE. As soon as possible but in no event later than March 29, 2002, Seller will at its own expense cooperate with Ernst & Young LLP (the "Selected CPA"), who shall be engaged by Buyer to prepare in conformity with GAAP and to deliver to Buyer audited balance sheets of SB Forums as at December 31, 2001, and related statements of income and retained earnings and changes in financial position for the twelve-month period ended on that date, together with a report thereon by the Selected CPA, all of which shall be in form and substance satisfactory to Buyer. Seller will deliver to Buyer at the time of the delivery to Buyer of such financial statements a certificate executed by the Seller in which the Seller shall represent and warrant to Buyer that the financial statements and information provided by Seller to Buyer and/or Selected CPA with respect to the operations of SB Forums prior to the Closing Date:
Sample 1
FINANCIAL STATEMENTS AND CERTIFICATE. The Sellers have prepared and delivered to Buyer (i) unaudited statements of income, on a combined basis, of the Business and the other businesses operated by B.C.R. (the "B.C.R. Business") for the quarters ending September 30, 2000, December 31, 2000, March 31, 2001 and June 30, 2001 and (ii) an unaudited pro forma balance sheet of the Business as of August 31, 2001, a copy of which is attached to Schedule 9.3(the "Unaudited Balance Sheet"). As soon as possible but in no event later than sixty (60) days following the Closing, Sellers will prepare and deliver to Buyer (i) a balance sheet of the Business and the related statements of income, retained earnings and cash flows (the "Audited Balance Sheet") of the Business prepared in accordance with GAAP as at December 31, 2000 (the "Audited Balance Sheet Date") and for the year then ended audited by Certified Public Accountants selected by Buyer (the "Selected CPA") and accompanied by a signed copy of the audit report thereon by the Selected CPA and (ii) unaudited balance sheets and related statements of income, retained earnings and cash flows of the Business for the quarters ending March 31, 2000, June 30, 2000, September 30, 2000, December 31, 2000, March 31, 2001 and June 30, 2001, (the "Unaudited Quarterly Statements"), all of which shall be in form and substance satisfactory to Buyer. Sellers and Shareholders will deliver to Buyer at the time of the delivery to Buyer of the Audited Balance Sheet a certificate executed by each Shareholder and each Seller in which each shall represent and warrant to Buyer that:
Sample 1

Related to FINANCIAL STATEMENTS AND CERTIFICATE

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • Financial Statements, Reports, Certificates Borrower shall deliver the following to Lenders: (a) (i) as soon as available, but in any event within thirty (30) days after the end of each calendar month, a company prepared consolidated balance sheet, income statement, and cash flow statement covering Borrower’s consolidated operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; and (ii) as soon as available, but in any event within thirty (30) days after the end of each calendar quarter, a company prepared consolidating balance sheet, income statement, and cash flow statement covering Borrower’s consolidating operations during such period, prepared in accordance with GAAP, consistently applied, in a form acceptable to Lenders and certified by a Responsible Officer; (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year (beginning with the 2010 fiscal year), audited consolidated financial statements of Borrower prepared in accordance with GAAP, consistently applied, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of an independent certified public accounting firm reasonably acceptable to Required Lenders; (c) copies of all statements, reports and notices sent or made available generally by Borrower to its security holders or to any holders of Subordinated Debt and, if applicable, all reports on Forms 10-K and 10-Q filed with the Securities and Exchange Commission; (d) promptly upon receipt of notice thereof, a report of any legal actions pending or threatened against Borrower or any Subsidiary that could result in damages or costs to Borrower or any Subsidiary of Two Hundred Fifty Thousand Dollars ($250,000) or more; (e) such budgets, sales projections, operating plans or other financial information as any Lender may reasonably request from time to time including, as soon as available, but in any event no later than thirty (30) days after the end of Borrower’s fiscal year, an annual operating budget approved by Borrower’s board of directors; and (f) (i) within thirty (30) days of the last day of each year, a report signed by Borrower, in form reasonably acceptable to Lenders, listing any applications or registrations that Borrower has made or filed in respect of any Patents, Copyrights of Trademarks and the status of any outstanding applications or registrations, as well as any material change in Borrower’s intellectual property and (ii) promptly after filing, written notice of the filing of any applications or registrations with the United States Patent and Trademark Office and the United States Copyright Office, including the date of such filing and the registration or application numbers, if any. Within twenty (20) days after the last day of each month, Borrower shall deliver to Lenders a Borrowing Base Certificate signed by a Responsible Officer in substantially the form of Exhibit C hereto, together with (i) aged listings of accounts receivable and accounts payable, and (ii) perpetual inventory reports for the Inventory valued on a first-in, first-out basis at the lower of cost or market (in accordance with GAAP) and/or such other inventory reports as are requested by Lenders in their good faith business judgment. Borrower shall deliver to Lenders with the monthly financial statements a Compliance Certificate signed by a Responsible Officer in substantially the form of Exhibit D hereto and a deferred revenue report.

  • Financial Statement If Lessor desires to finance, refinance, or sell the Premises or the Building, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements of Lessee and such Guarantors as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past three (3) years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

  • Financial Statements Deliver to the Administrative Agent and each Lender, in form and detail satisfactory to the Administrative Agent and the Required Lenders:

  • Financial Statements and Projections Except for the Projections, all Financial Statements concerning Borrower and its Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.

  • Financial Statements; Reports Provide Bank with the following by submitting to the Financial Statement Repository or otherwise submitting to Bank:

  • Financial Statements and Condition The Borrower’s audited consolidated financial statements as of December 31, 2021, and the Borrower’s unaudited quarterly financial statements as of June 30, 2022, as heretofore furnished to the Banks, have been prepared in accordance with GAAP on a consistent basis (except, in the case of the unaudited quarterly financial statements, for the absence of footnotes and for year-end audit adjustments) and fairly present in all material respects the financial condition of the Borrower and the Subsidiaries, taken as a consolidated enterprise, as at such dates and the results of their operations for the fiscal year then ended. As of the dates of such consolidated financial statements, neither the Borrower nor any Material Subsidiary had any material obligation, contingent liability, liability for taxes or long term lease obligation which is not reflected in such consolidated financial statements or in the notes thereto. Since December 31, 2021, no Adverse Event has occurred.

  • Financial Statements; Projections Lenders shall have received from Company (i) the Historical Financial Statements and (ii) the Projections.

  • Financial Statements, Reports, etc Furnish to the Administrative Agent (which will promptly furnish such information to the Lenders):

  • Statutory Financial Statements The Borrower will deliver to each Lender:

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