Financial Statements and Due Diligence Sample Clauses

Financial Statements and Due Diligence. There shall not have occurred, at any time prior to the Closing or, if applicable, any additional Closing, any change in the financial condition of the Company or its operating results as disclosed in the Company’s financial statements or in the Private Placement Memorandum, so as to make them not consistent with information previously provided or to constitute a material adverse change in the financial condition or results of operations of the Company, or a material misstatement of fact in the Private Placement Memorandum or an omission to state a material statement of fact necessary to be stated therein in order to make the statements made therein, in light of the circumstances under which they are made, not misleading, which, in the Placement Agent’s reasonable judgment, makes it inadvisable to proceed with the Offering or the sale and delivery of the Shares. Prior to the Closing or, if applicable, any additional Closing, the Company will supply counsel to the Placement Agent with all necessary financial documents, corporate records, material contracts and other information as counsel may reasonably request to fulfill the Placement Agent’s due diligence obligations.
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Financial Statements and Due Diligence. The Members represent that, prior to the Closing Date, they have provided FutureOne with complete due diligence materials and financial statements that fairly and accurately present the financial and corporate position of Progressive as of the date indicated and the report of its operations and changes in the financial position for the period then ended, in conformity with generally accepted accounting principles applied on a consistent basis, and includes all adjustments, consisting only of normally occurring accruals, necessary for a fair statement of the results of operations for such period.
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Financial Statements and Due Diligence. The Seller has delivered to the Purchaser the financial statements and monthly management reports of the Company listed on Schedule 2 and the minutes and resolutions of the board of directors of the Company, or any committee thereof set forth on Schedule 3, and related material documentation, in each case, that the Seller has received from the Company or its representatives over the prior 18 months as a result of the Seller’s ownership of the Sale Shares or the Remaining Shares.
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Related to Financial Statements and Due Diligence

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

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

  • Books, Financial Statements and Reports Each Restricted Person will at all times maintain full and accurate books of account and records. Borrower will maintain and will cause its Subsidiaries to maintain a standard system of accounting, will maintain its Fiscal Year, and will furnish the following statements and reports to each Lender Party at Borrower’s expense:

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

  • Financial Statements and Reports The Company shall furnish to the Secured Party within a reasonable time such financial data as the Secured Party may reasonably request, including, without limitation, the following:

  • 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; Books and Records (a) Attached hereto as Section 4.06(a) of the Disclosure Schedules are true and complete copies of: (i) the audited balance sheets of the Company as of PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT UNDER RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. INFORMATION FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED IS OMITTED, MARKED WITH “[*]” AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. EXECUTION VERSION December 31, 2012 and December 31, 2013, and the related statements of income, changes in shareholders’ equity and cash flows for the fiscal years then ended, together with the notes thereto and the audit report thereon of Xxxxxxx LLP, certified public accountants; and (ii) the unaudited balance sheet of the Company (the “Interim Balance Sheet”) as of September 30, 2014 (the “Interim Balance Sheet Date”), and the related statements of income, changes in shareholders’ equity and cash flow for the nine (9) months then ended (collectively, the “Financial Statements”). All Financial Statements referred to in this Section 4.06(a), including the notes thereto, have been prepared in accordance with GAAP from the books and records of the Company and fairly and accurately present the financial position of the Company as of the respective dates thereof and the results of the Company’s income, cash flows and changes in shareholders’ equity for the periods then ended. The Company has also delivered to Purchaser copies of all letters from the Company’s auditors to the Company’s Board of Directors or the audit committee thereof during the thirty-six (36) months preceding the execution of this Agreement, together with copies of all responses thereto.

  • Audits and Financial Statements A. Audits

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