Common use of Financial Statements and Related Information Clause in Contracts

Financial Statements and Related Information. The Company has delivered to Parent the following financial statements (collectively, the "Company Financial Statements"): (i) the unaudited consolidated balance sheets of the Acquired Corporations as of October 31, 2001 and October 31, 2002, and the related unaudited consolidated statements of income, consolidated statements of shareholders' equity and consolidated statements of cash flows for the years ended October 31, 2001 and October 31, 2002; and (ii) the unaudited consolidated balance sheet of the Acquired Corporations as of August 31, 2003 (the "Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of income for the ten months ended August 31, 2003. The Company Financial Statements are accurate and complete in all material respects and present fairly the financial position of the Acquired Corporations as of the respective dates thereof and the results of operations and (in the case of the financial statements referred to in Section 2.4(a)(i)) cash flows of the Acquired Corporations for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered, except that the Company Financial Statements do not contain footnotes. The books, records and accounts of the Acquired Corporations accurately and fairly reflect, in reasonable detail, the transactions in and dispositions of the assets of the Acquired Corporations. The systems of internal accounting controls maintained by the Acquired Corporations are sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Part 2.4(d) of the Disclosure Schedule provides an accurate reconciliation of all accounts receivable, notes receivable and other receivables (other than Employee Receivables, as defined in Section 2.4(e)) of the Acquired Corporations as of August 31, 2003. Except as set forth in Part 2.4(d) of the Disclosure Schedule, all existing accounts receivable of the Acquired Corporations (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31, 2003 and have not yet been collected) represent valid obligations of customers of the Acquired Corporations arising from bona fide transactions entered into in the ordinary course of business. Part 2.4(e) of the Disclosure Schedule provides an accurate and complete breakdown of all amounts (including loans, advances or other indebtedness) owed to any of the Acquired Corporations by a director, officer, employee or shareholder of any of the Acquired Corporations as of the date of this Agreement (the "Employee Receivables"). All Employee Receivables (including those receivables reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those receivables that have arisen since August 31, 2003 and have not yet been collected): (i) represent valid obligations arising from bona fide transactions entered into in the ordinary course of business; and (ii) are current and will be collected in full when due, without any counterclaim or set off. Part 2.4(f) of the Disclosure Schedule: (i) identifies the revenues received from each customer of each of the Acquired Corporations and from each other Person from whom any of the Acquired Corporations generated revenues in excess of $50,000 in the fiscal year ended October 31, 2002; and (ii) identifies the revenues received from each customer of each of the Acquired Corporations and from each other Person from whom any of the Acquired Corporations generated revenues in excess of $50,000 in the first ten months of fiscal year 2003. The Company has delivered to Parent accurate and complete copies of all Contracts pursuant to which any of the Acquired Corporations generated revenues in excess of $50,000 in the fiscal year ended October 31, 2002 and in the ten months ended August 31, 2003.

Appears in 2 contracts

Samples: Escrow Agreement (Siebel Systems Inc), Agreement and Plan of Merger and Reorganization (Siebel Systems Inc)

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Financial Statements and Related Information. The To the extent not provided prior to the Execution Date, the Company has delivered shall provide to Parent, as promptly as reasonably practicable following the Execution Date (but, in no event, fewer than five (5) days prior to Parent’s filing of the Proxy Statement with the SEC pursuant to Section 5.5(a), provided that, the signed report of the independent registered public accountant to be provided as part of the PCAOB Audited Financial Statements (as defined below) need not be provided until the date on which Parent actually files the following Proxy Statement with the SEC pursuant to Section 5.5(a)): (a) the audited combined carve-out financial statements (collectivelyof the ECV Operations, including the "Company Financial Statements"): (i) the unaudited consolidated audited combined carve-out balance sheets of the Acquired Corporations as of October December 31, 2001 2019 and October December 31, 20022018, and the related unaudited consolidated audited, combined carve-out statements of income(i) operations and comprehensive loss, consolidated statements of shareholders' equity (ii) parent’s net investment and consolidated statements of (iii) cash flows flows, in each case, for the years ended October December 31, 2001 2019 and October December 31, 2002; 2018, together with all related notes and (ii) the unaudited consolidated balance sheet of the Acquired Corporations as of August 31schedules thereto, 2003 (the "Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of income for the ten months ended August 31, 2003. The Company Financial Statements are accurate and complete in all material respects and present fairly the financial position of the Acquired Corporations as of the respective dates thereof and the results of operations and (in the case of the financial statements referred to in Section 2.4(a)(i)) cash flows of the Acquired Corporations for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods coveredcovered thereby and Regulation S-X, except that accompanied by a signed report of the independent registered public accountant with respect thereto, which report shall refer to the standards of the PCAOB (the “PCAOB Audited Financial Statements”); and (b) the unaudited condensed combined carve-out financial statements of ECV Operations, including condensed combined carve-out balance sheets as of September 30, 2020 and December 31, 2019 and the related condensed combined carve-out statements of (i) operations and comprehensive loss, (ii) parent’s net investment and (iii) cash flows, in each case, for the nine months ended September 30, 2020 and September 30, 2019, together with all related notes and schedules thereto, prepared in accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X, and reviewed by the independent auditor in accordance with PCAOB Auditing Standard 4105 (together with the PCAOB Audited Financial Statements, the “PCAOB Financial Statements”). Further, to the extent not provided prior to the Execution Date, the Company Financial Statements do not contain footnotesshall provide to Parent, as promptly as reasonably practicable after Parent’s written request: (y) all other audited and unaudited financial statements of the ECV Operations and the Company and its Subsidiaries required under the applicable rules and regulations and guidance of the SEC to be included in the Proxy Statement and/or the Form 8-K to be filed with respect to the Closing of the Transactions; and (z) all financial data of the ECV Operations and the Company and its Subsidiaries required by Regulation S-K, in each case, to be included in the Proxy Statement and/or the Form 8-K to be filed with respect to the Closing of the Transactions. The books, records and accounts of the Acquired Corporations accurately and fairly reflect, in reasonable detail, the transactions in and dispositions of the assets of the Acquired Corporations. The systems of internal accounting controls maintained by the Acquired Corporations are sufficient Company shall provide to provide reasonable assurances thatParent: (i) transactions are executed the audited combined financial statements of the ECV Operations, including the audited combined balance sheets, combined statements of operations and comprehensive loss, combined statements of owner’s net investment and combined statements of cash flows as of and for the year ended December 31, 2020, together with all related notes and schedules thereto, prepared in accordance with management's general or specific authorizationGAAP applied on a consistent basis throughout the periods covered thereby and Regulation S-X, accompanied by a signed report of the independent auditor with respect thereto, which report shall refer to the standards of the PCAOB, within ninety (90) days following the end of such fiscal year; (ii) transactions are recorded as necessary to permit preparation of unaudited combined financial statements of the ECV Operations, including the unaudited combined balance sheets, combined statements of operations and comprehensive loss, combined statements of owner’s net investment and combined statements of cash flows, together with all related notes and schedules thereto, prepared in conformity accordance with GAAP applied on a consistent basis throughout the covered periods and Regulation S-X and reviewed by the independent auditor in accordance with PCAOB Auditing Standard 4105, for each fiscal quarter of the ECV Operations after December 31, 2020 (and the comparable period in the prior year) and at least forty (40) days prior to maintain accountability for assetsthe Closing Date, in each case within forty (40) days following the end of each such fiscal quarter; and (iii) access all other audited and unaudited financial statements of ECV Operations and the Company and its Subsidiaries required under the applicable rules and regulations and guidance of the SEC to assets is permitted only be included in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with Proxy Statement and/or the existing assets at reasonable intervals and appropriate action is taken Form 8-K to be filed with respect to any differences. Part 2.4(d) the Closing of the Disclosure Schedule provides an accurate reconciliation of all accounts receivableTransactions within the time periods prescribed, notes receivable and other receivables with the same scope (other than Employee Receivablesto the extent applicable), as defined in Section 2.4(e)) of the Acquired Corporations as of August 31, 2003. Except as set forth in Part 2.4(d) of the Disclosure Schedule, all existing accounts receivable of the Acquired Corporations (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31, 2003 and have not yet been collected) represent valid obligations of customers of the Acquired Corporations arising from bona fide transactions entered into in the ordinary course of business. Part 2.4(e) of the Disclosure Schedule provides an accurate and complete breakdown of all amounts (including loans, advances or other indebtedness) owed to any of the Acquired Corporations by a director, officer, employee or shareholder of any of the Acquired Corporations as of the date of this Agreement (the "Employee Receivables"). All Employee Receivables (including those receivables reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those receivables that have arisen since August 31, 2003 and have not yet been collected): (i) represent valid obligations arising from bona fide transactions entered into in the ordinary course of business; above for audited financial statements and (ii) are current and will be collected in full when due, without any counterclaim or set off. Part 2.4(f) of the Disclosure Schedule: (i) identifies the revenues received from each customer of each of the Acquired Corporations and from each other Person from whom any of the Acquired Corporations generated revenues in excess of $50,000 in the fiscal year ended October 31, 2002; and (ii) identifies the revenues received from each customer of each of the Acquired Corporations and from each other Person from whom any of the Acquired Corporations generated revenues in excess of $50,000 in the first ten months of fiscal year 2003above for unaudited financial statements. The Company has delivered to Parent accurate and complete copies of all Contracts pursuant to which any of PCAOB Financial Statements shall not materially deviate, or be materially different, from the Acquired Corporations generated revenues in excess of $50,000 in the fiscal year ended October 31, 2002 and in the ten months ended August 31, 2003Financial Statements.

Appears in 1 contract

Samples: Joinder Agreement (Forum Merger III Corp)

Financial Statements and Related Information. The Company has delivered to Parent Purchaser the following financial statements (collectively, collectively the "Company Financial Statements"): (i) the unaudited draft audited consolidated balance sheets sheet of the Acquired Corporations Companies as of October 31, 2001 and October 31, 2002, at the Accounts Date and the related unaudited draft audited consolidated statements profit and loss account of income, and draft audited consolidated statements of shareholders' equity and consolidated statements statement of cash flows for the years Acquired Companies for the accounting period ended October 31, 2001 on the Accounts Date and October 31, 2002all notes thereto and the directors' report and auditors' report and all other documents and statements annexed thereto (hereinafter referred to as the "Draft Audited Financial Statements"); and (ii) the unaudited consolidated balance sheet of the Acquired Corporations Companies for the period as of August 31at February 29, 2003 2004 (the "Unaudited Interim Balance SheetManagement Accounts Date") and the unaudited consolidated profit and loss account of the Acquired Companies for the period ended on the Management Accounts Date (such balance sheet and profit and loss account are hereinafter referred to as the "Management Accounts"). Except as set forth in Part 2.4 of the Disclosure Schedule, and the related unaudited consolidated statement of income for the ten months ended August 31, 2003. The Company Draft Audited Financial Statements are accurate present a true and complete in all material respects and present fairly fair view of the consolidated financial position of the Acquired Corporations Companies as of the respective dates thereof Accounts Date and the results of operations and (in the case of the financial statements referred to in Section 2.4(a)(i)) cash flows of the Acquired Corporations Companies for the periods covered thereby. The Except as set forth in Part 2.4 of the Disclosure Schedule, the Company Financial Statements have been prepared in accordance with GAAP applied the requirements of the Companies Acts and all other applicable Legal Requirements and in accordance with generally accepted accounting principles and all statements of standard accounting practice applicable in Ireland and on a basis consistent basis throughout with the consolidated audited accounts of the Acquired Companies for all prior accounting periods. Except as set forth in Part 2.4(c) of the Disclosure Schedule, the Management Accounts are true and complete in all material respects and present fairly the financial position of the Acquired Companies as at the Management Accounts Date and the results of operations of the Acquired Companies for the periods coveredcovered thereby, subject to customary year-end audit adjustments none of which will be material individually or in the aggregate. Except as set forth in Part 2.4(c) of the Disclosure Schedule, the Management Accounts have been prepared in accordance with the accounting policies of the Acquired Companies adopted in the Draft Audited Financial Statements except that the Company Financial Statements Management Accounts do not contain footnotesfootnotes and on a basis consistent with the previous monthly Management Accounts of the Acquired Companies and show a fair view of the assets and liabilities and profits and losses of the Acquired Companies as at and to the Management Accounts Date. The Except as set forth in Part 2.4(d) of the Disclosure Schedule, the books, records and accounts of the Acquired Corporations Companies accurately and fairly reflect, in reasonable detail, the transactions in and dispositions of the assets of the Acquired CorporationsCompanies. The Except as set forth in Part 2.4(d) of the Disclosure Schedule, the systems of internal accounting controls maintained by the Acquired Corporations Companies are sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements the Company Financial Statements in conformity with GAAP generally accepted accounting principles and all statements of standard accounting practice applicable in Ireland for the Company and relevant Irish incorporated Subsidiaries of the Company and in accordance with applicable accounting principles and all statements of accounting practice applicable to any non-Irish incorporated Subsidiaries of the Company and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Part 2.4(d2.4(e) of the Disclosure Schedule provides an accurate reconciliation listing of all accounts receivable, notes receivable and other receivables (other than Employee Receivables, as defined in Section 2.4(e2.4(f)) of the Acquired Corporations Companies as of August 31, 2003the Management Accounts Date. Except as set forth in Part 2.4(d2.4(e) of the Disclosure Schedule, all existing accounts receivable of the Acquired Corporations Companies (including those accounts receivable reflected on the Unaudited Interim Balance Sheet Management Accounts that have not yet been collected and those accounts receivable that have arisen since August 31, 2003 the Management Accounts Date and have not yet been collected) represent valid obligations of customers of the Acquired Corporations Companies arising from bona fide transactions entered into in the ordinary course of business. Part 2.4(e2.4(f) of the Disclosure Schedule provides an accurate and complete breakdown of all amounts (including loans, advances or other indebtedness) owed to any of the Acquired Corporations Companies by a director, officer, employee or shareholder of any of the Acquired Corporations Companies as of the date of this Agreement (the "Employee Receivables"). All Employee Receivables (including those receivables reflected on in the Unaudited Interim Balance Sheet Management Accounts that have not yet been collected and those receivables that have arisen since August 31February 29, 2003 2004 and have not yet been collected): (i) represent valid obligations arising from bona fide transactions entered into in the ordinary course of business; and (ii) are current and will be collected in full when due, without any counterclaim or set off. Part 2.4(f2.4(g) of the Disclosure Schedule: (i) identifies the revenues received from each customer of each of the Acquired Corporations Companies and from each other Person Person, in each case, from whom any of the Acquired Corporations Companies generated revenues in excess of $50,000 in the fiscal year ended October December 31, 20022003; and (ii) identifies the revenues received from each customer of each of the Acquired Corporations Companies and from each other Person from whom any of the Acquired Corporations Companies generated revenues in excess of $50,000 in the first ten three months of fiscal year 20032004. The Company has delivered to Parent Purchaser accurate and complete copies of all Contracts pursuant to which any of the Acquired Corporations Companies generated revenues in excess of $50,000 in the fiscal year ended October December 31, 2002 2003 and in the ten three months ended August March 31, 20032004. Part 2.4(h) of the Disclosure Schedule identifies the dollar amount of the "backlog" and the "deferred revenue" of the Acquired Companies as of March 31, 2004, by customer, type of revenue (i.e., license revenue, maintenance revenue, services revenue, etc.) and related Contract.

Appears in 1 contract

Samples: Share Purchase Agreement (Siebel Systems Inc)

Financial Statements and Related Information. The Company (a) Nitec has delivered to Parent Horizon the following financial statements relating to Nitec (collectively, the "Company “Nitec Financial Statements"): (i) the unaudited audited consolidated balance sheets sheet of the Acquired Corporations Nitec and its subsidiaries as of October June 30, 2009, and the statements of operations, changes in equity and cash flows of Nitec and its subsidiaries, for the year then ended, together with the notes thereto; (ii) the audited balance sheet of Nitec and each subsidiary of its subsidiaries, individually, as of June 30, 2009, and the statements of operations, changes in equity and cash flows of Nitec and each such subsidiary, individually, for the year then ended, together with the notes thereto; (iii) the unaudited balance sheet of Nitec and its subsidiaries as of December 31, 2001 and October 31, 2002, 2009 (the “Nitec Balance Sheet”) and the related unaudited consolidated compiled statements of incomeoperations, consolidated statements of shareholders' changes in owners’ equity and consolidated statements of cash flows of Nitec and its subsidiaries, for the years ended October 31, 2001 and October 31, 2002six month period then ended; and (iiiv) the unaudited audited financial statements for each year prior to 2009 since inception of Nitec and its subsidiaries, both on a consolidated balance sheet of the Acquired Corporations as of August 31, 2003 (the "Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of income for the ten months ended August 31, 2003individual basis. The Company Nitec Financial Statements are accurate and complete present fairly in all material respects and present fairly the consolidated financial position of the Acquired Corporations Nitec and its subsidiaries as of the respective dates thereof and the results of operations and (in the case of the financial statements referred to in Section 2.4(a)(i)) cash flows of the Acquired Corporations Nitec and its subsidiaries for the periods covered thereby, except that the unaudited financial statements were or are subject to normal and recurring year-end adjustments which were not, or are not expected to be, material in amount. The Company Nitec Financial Statements have been were prepared in accordance with GAAP IFRS applied on a consistent basis throughout the periods coveredcovered (except as may be indicated in the notes thereto), except that for the Company unconsolidated Nitec Financial Statements do not contain footnotes. The booksfor Nitec and each of its subsidiaries, records and accounts of the Acquired Corporations accurately and fairly reflectindividually, in reasonable detail, the transactions in and dispositions of the assets of the Acquired Corporations. The systems of internal accounting controls maintained by the Acquired Corporations are sufficient to provide reasonable assurances that: (i) transactions are executed which were prepared in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with local GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance compliance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Part 2.4(d) of the Disclosure Schedule provides an accurate reconciliation of all accounts receivable, notes receivable and other receivables (other than Employee Receivables, as defined in Section 2.4(e)) of the Acquired Corporations as of August 31, 2003. Except as set forth in Part 2.4(d) of the Disclosure Schedule, all existing accounts receivable of the Acquired Corporations (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31, 2003 and have not yet been collected) represent valid obligations of customers of the Acquired Corporations arising from bona fide transactions entered into in the ordinary course of business. Part 2.4(e) of the Disclosure Schedule provides an accurate and complete breakdown of all amounts (including loans, advances or other indebtedness) owed to any of the Acquired Corporations by a director, officer, employee or shareholder of any of the Acquired Corporations as of the date of this Agreement (the "Employee Receivables"). All Employee Receivables (including those receivables reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those receivables that have arisen since August 31, 2003 and have not yet been collected): (i) represent valid obligations arising from bona fide transactions entered into in the ordinary course of business; and (ii) are current and will be collected in full when due, without any counterclaim or set off. Part 2.4(f) of the Disclosure Schedule: (i) identifies the revenues received from each customer of each of the Acquired Corporations and from each other Person from whom any of the Acquired Corporations generated revenues in excess of $50,000 in the fiscal year ended October 31, 2002; and (ii) identifies the revenues received from each customer of each of the Acquired Corporations and from each other Person from whom any of the Acquired Corporations generated revenues in excess of $50,000 in the first ten months of fiscal year 2003. The Company has delivered to Parent accurate and complete copies of all Contracts pursuant to which any of the Acquired Corporations generated revenues in excess of $50,000 in the fiscal year ended October 31, 2002 and in the ten months ended August 31, 2003applicable Legal Requirements.

Appears in 1 contract

Samples: Share Exchange Agreement (Horizon Pharma, Inc.)

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Financial Statements and Related Information. The Company has delivered to Parent the following financial statements and notes (collectively, the "Company Financial Statements"): (i) the unaudited consolidated audited balance sheets of the Acquired Corporations Company as of October 31September 30, 1999, September 30, 2000 and September 30, 2001 and October 31, 2002, and the related unaudited consolidated statements audited statement of income, consolidated statements statement of shareholdersstockholders' equity and consolidated statements statement of cash flows of the Company for the years ended October 31then ended, 2001 and October 31, 2002together with the notes thereto (the "Audited Financial Statements"); and (ii) the unaudited consolidated balance sheet of the Acquired Corporations Company as of August 31February 28, 2003 2002 (the "Unaudited Interim Balance Sheet"), and the related unaudited consolidated statement of income of the Company for the ten five months ended August 31, 2003then ended. The Company Financial Statements are accurate and complete in all material respects and present fairly the financial position of the Acquired Corporations Company as of the respective dates thereof and the results of operations and (in the case of the financial statements referred to in Section 2.4(a)(i)) cash flows of the Acquired Corporations Company for the periods covered thereby. The Company Financial Statements have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods covered, covered (except that the Company Financial Statements financial statements referred to in Section 2.4(a)(ii) do not contain footnotesfootnotes and are subject to normal and recurring year-end audit adjustments, which will not, individually or in the aggregate, be material in magnitude). The books, records and accounts Part 2.4(c) of the Acquired Corporations accurately Disclosure Schedule sets forth an accurate and fairly reflect, in reasonable detail, the transactions in and dispositions complete list of all non-ordinary course indebtedness of the assets Company outstanding immediately prior to the execution of this Agreement, including all indebtedness outstanding under any convertible promissory notes of the Acquired Corporations. The systems of internal accounting controls maintained by the Acquired Corporations are sufficient to provide reasonable assurances that: (i) transactions are executed in accordance with management's general or specific authorization; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differencesCompany. Part 2.4(d) of the Disclosure Schedule provides an accurate reconciliation and complete breakdown and aging of all accounts receivable, notes receivable and other receivables (other than Employee Receivables, as defined in Section 2.4(e)) of the Acquired Corporations Company as of August 31February 28, 20032002. Except as set forth in Part 2.4(d) of the Disclosure Schedule, all existing accounts receivable of the Acquired Corporations Company (including those accounts receivable reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those accounts receivable that have arisen since August 31February 28, 2003 2002 and have not yet been collected) (i) represent valid obligations of customers of the Acquired Corporations Company arising from bona fide transactions entered into in the ordinary course of business. Part 2.4(e) of the Disclosure Schedule provides an accurate and complete breakdown of all amounts (including loans, advances or other indebtedness) owed to any of the Acquired Corporations by a director, officer, employee or shareholder of any of the Acquired Corporations as of the date of this Agreement (the "Employee Receivables"). All Employee Receivables (including those receivables reflected on the Unaudited Interim Balance Sheet that have not yet been collected and those receivables that have arisen since August 31, 2003 and have not yet been collected): (i) represent valid obligations arising from bona fide transactions entered into in the ordinary course of business; and (ii) are current and will be collected in full when duefull, without any counterclaim or set off, when due, net of an allowance for doubtful accounts not to exceed $10,000 in the aggregate. Part 2.4(f2.4(e) of the Disclosure Schedule: Schedule (i) identifies the revenues received from each customer of each of the Acquired Corporations Company and from each other Person from whom any of the Acquired Corporations Company generated revenues in excess of $50,000 in the fiscal year ended October 31September 30, 2002; 2001, and (ii) identifies the revenues received from each customer of each of the Acquired Corporations Company and from each other Person from whom any of the Acquired Corporations Company generated revenues in excess of $50,000 in the first ten months of fiscal year 2003through February 28, 2002. The Company has delivered to Parent accurate and complete copies of all Contracts pursuant to which not received any written or oral notice indicating that any customer or other Person identified in Part 2.4(e) of the Acquired Corporations generated revenues in excess of $50,000 Disclosure Schedule intends or expects to cease dealing with the Company or to effect a material reduction in the fiscal year ended October 31, 2002 and in volume of business transacted by such Person with the ten months ended August 31, 2003Company below historical levels.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Chordiant Software Inc)

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