Interim Balance Sheet. The IPS Stockholders shall deliver to Buyer and BBLU pursuant to Section 11(c) below, prior to the Closing Date, the unaudited consolidated balance sheet of IPS as of a date ended the last complete month prior to the Closing Date (the “Balance Sheet Date”) and the consolidated income statement for the interim period ended at the Balance Sheet Date (the “Interim Statements”). The Interim Statements give a true and fair view, in all significant aspects, of the consolidated balance sheet position of IPS at the Balance Sheet Date, and its consolidated results, and the IPS Stockholders shall use their best efforts to have them contain sufficient and appropriate information for their adequate interpretation and comprehension according to generally accepted accounting principles in the United States (“U.S. GAAP”). Buyer and IPS Stockholders recognize that the records as delivered to Buyer may require adjustments to be in accordance with U.S. GAAP. Buyer shall work with the IPS Stockholders to make said adjustments using the information provided by Stockholders and IPS. The IPS Stockholders as officers of IPS shall sign applicable representations relating to the audited financial statements once they are prepared.
Appears in 1 contract
Sources: Merger Agreement (Blue Earth, Inc.)
Interim Balance Sheet. The IPS Stockholders shall deliver to Buyer and BBLU pursuant to Section 11(c) below, prior to the Closing Date, the unaudited consolidated balance sheet of IPS as of a date ended the last complete month prior to the Closing Date (the ““ Balance Sheet DateDate ”) and the consolidated income statement for the interim period ended at the Balance Sheet Date (the ““ Interim StatementsStatements ”). The Interim Statements give a true and fair view, in all significant aspects, of the consolidated balance sheet position of IPS at the Balance Sheet Date, and its consolidated results, and the IPS Stockholders shall use their best efforts to have them contain sufficient and appropriate information for their adequate interpretation and comprehension according to generally accepted accounting principles in the United States (““ U.S. GAAPGAAP ”). Buyer and IPS Stockholders recognize that the records as delivered to Buyer may require adjustments to be in accordance with U.S. GAAP. Buyer shall work with the IPS Stockholders to make said adjustments using the information provided by Stockholders and IPS. The IPS Stockholders as officers of IPS shall sign applicable representations relating to the audited financial statements once they are prepared.
Appears in 1 contract
Sources: Merger Agreement (Blue Earth, Inc.)