Pre-Closing Financial Statements. Until the Closing Date, Seller shall deliver to Buyer within 20 days after the end of each month a copy of the unaudited monthly financial statements of Seller as of the end of such month and for the fiscal period then ended prepared in a manner and containing information consistent with Seller’s Accounting Practices and Procedures.
Pre-Closing Financial Statements. Seller shall deliver to Buyer by the fifteenth (15th) day of the month following the end of each calendar month a true and complete statement of unaudited monthly financial statements for the immediately preceding month prepared in accordance with GAAP in effect at the time of such preparation applied on a consistent basis with past practice of Targets and throughout the periods involved.
Pre-Closing Financial Statements. Seller shall use its commercially reasonable efforts to deliver to Buyer as soon as available (the timing of which availability shall be consistent with Seller’s past practices) following the end of each month true and complete copies of (i) the unaudited balance sheet, statement of income and cash flow statement relating to the Property and the Business (x) for each of the monthly periods starting with the month immediately following the last monthly period covered by the Financial Information and ending with the month immediately prior to the Closing Date and (y) for each day of the month of the Closing Date, from the beginning of such month until the Closing Date (or such other financial information as would be consistent with past practices relating to such days of the month if financial statements relating to the same would not be available in the Ordinary Course of Business), and (ii) the audited balance sheet, statement of income and cash flow statement relating to the Property and the Business for the twelve (12) month period ending December 31, 2006 and for any subsequent twelve (12) month periods ending on or prior to the Closing Date ((i) and (ii), collectively, the “Pre-Closing Financial Information”). Except as noted therein and except for normal period-end adjustments and the lack of footnotes, the Pre-Closing Financial Information shall be prepared in accordance with GAAP in effect at the time of such preparation applied on a consistent basis throughout the periods involved (except as may be indicated in the notes to such financial statements) and shall fairly present in all material respects the consolidated financial position of the Business as of such date and for such period, subject to normally recurring year-end audit adjustments. Notwithstanding the foregoing, Buyer acknowledges that such Pre-Closing Financial Information shall be prepared by Seller or its Affiliates for internal purposes, reflects allocation of some but not necessarily all costs incurred by Affiliates of Seller for its benefit, and that no representation or warranty is made that Buyer will be able to operate the Property or the Business for the costs reflected in the Pre-Closing Financial Information.
Pre-Closing Financial Statements. Seller shall cause to be prepared and submitted to Purchaser at least ten business days prior to the Closing Date (i) unaudited balance sheets of both the Seller and the Transferred Business as of the last day of the month which immediately precedes the Closing Date and (ii) detailed, unaudited income statements for both the Seller and the Transferred Business for the period from the Balance Sheet Date through the last day of the month which immediately precedes the Closing Date. Such statements shall be prepared in accordance with the requirements for the Financial Information described in Section 3.1.6 hereto and, to the extent reasonably practicable, in accordance with generally accepted accounting principles (excluding footnotes) consistently applied by Seller.
Pre-Closing Financial Statements. Until the Closing Date, the Company shall deliver to Parent within thirty (30) days after the end of each month a copy of the unaudited monthly consolidated financial statements of the Company and its Subsidiaries as of the end of such month and for the fiscal period then ended prepared in accordance with GAAP (footnote disclosures excluded).
Pre-Closing Financial Statements. Seller shall deliver to Buyer by the twenty-fifth (25th) day of the calendar month following the end of each calendar month a true and complete unaudited balance sheet and statement of income, change in stockholders’/members’ equity, and cash flow for NRM and the Companies (on a consolidated and combined basis) for the immediately preceding calendar month prepared in accordance with GAAP in effect at the time of such preparation applied on a consistent basis with past practice of NRM and the Companies and throughout the periods involved.
Pre-Closing Financial Statements. (a) Seller shall engage KPMG (the “Auditors”) to audit the financial statements (including the notes thereto) of the Business for the fiscal periods ending December 31, 2001, December 31, 2002 and December 31, 2003 within the scope and extent set forth in Schedule 6.6 (the “S-X Financials”) as promptly as practicable and, (a) with respect to the S-X Financials for the periods ending December 31, 2002 and December 31, 2003, no later than the Closing Date, and (b) with respect to the S-X Financials for the period ending December 31, 2001, which shall be consistent in scope with the S-X Financials delivered at Closing (the “‘01 S-X Financials”), no later than June 30, 2004; provided, however, that the S-X Financials for the periods ending December 31, 2002 and December 31, 2003, together with the Auditors’ opinion thereon, shall be deposited in escrow with a notary reasonably satisfactory to the Parties (and such deposit shall satisfy Seller’s obligation to deliver to Buyer such S-X Financials no later than the Closing Date), and the notary shall be directed to release such S-X Financials and replace with the S-X Financials for the three years ended December 31, 2001, 2002 and 2003, (together with the Auditors’ opinion thereon) at such time as Seller is to deliver the ‘01 S-X Financials to Buyer, or, if the ‘01 S-X Financials have not been delivered to Buyer on or before June 30, 2004, then the S-X Financials held in escrow by the notary shall be released to Buyer. In the event the ‘01 S-X Financials are not delivered on or prior to July 6, 2004, as Buyer’s and Dresser’s exclusive remedy for such failure, Seller shall owe to Buyer €2 million as liquidated damages. Seller shall owe to Buyer an additional €50,000 per day as liquidated damages for every day after July 6, 2004 that the ‘01 S-X Financials have not been delivered to Buyer, up to a maximum amount (including the €2 million) of €5.0 million. Should Seller fail to pay the €2 million as liquidated damages within 30 days following its date due, interest shall accrue on such amount at the Reference Rate from and after such 30th day. The daily liquidated damages amount of €50,000 shall be aggregated and paid in one lump sum within 30 days following the first to occur of (i) the ‘01 S-X Financials being delivered to Buyer or (ii) Seller owing to Buyer the maximum amount of liquidated damages, and any such amount unpaid thereafter shall accrue interest from and after the date due at the Reference Rate. Selle...
Pre-Closing Financial Statements. Until the Closing Date, Sellers shall deliver to Merger Sub within fifteen (15) days after the end of each month a copy of the unaudited monthly consolidated financial statements of Del Monte as of the end of such month and for the fiscal period then ended prepared in a manner and containing information consistent with the preparation of the Interim Financial Statements.
Pre-Closing Financial Statements. The Company has delivered to Buyer true, complete and correct copies of the unaudited statements of income, financial position, and cash flow of the Companies, along with notes thereto, for the year ended December 31, 2004 and for the nine months ended September 30, 2005, consolidated (such consolidation to include nMatrix U.S., nMatrix Australia, and nMatrix U.K.) and individually for nMatrix U.S., nMatrix Australia, and nMatrix U.K. (collectively, the “Pre-Closing Financial Statements”). Except as set forth on Schedule 3.5 of the Disclosure Schedule, the Pre-Closing Financial Statements have been prepared in accordance with U.S. GAAP. The Pre-Closing Financial Statements are accurate and complete in all material respects, are consistent with the books and records of the Company (which, in turn, are accurate and complete in all material respects) and fairly present in all material respects, the financial condition, results of operations and cash flow of the Company as of the dates thereof or for the periods referred to therein. Since September 30, 2005, except as disclosed in Schedule 3.5 of the Disclosure Schedule, there have been no material changes in the accounting policies of the Company and no revaluation of any of the assets or properties of the Company.
Pre-Closing Financial Statements. Until the Closing Date, the Company shall deliver to Parent, simultaneously with disclosing to the Company’s Board of Directors, but in any event within 21 days after the end of each month a copy of the unaudited monthly financial statements of the Company and the Operating Company, as prepared by the Company in the ordinary course. From and after the date hereof through the Closing Date, the Company shall use commercially reasonable efforts to commence and proceed in the preparation of the unaudited consolidated financial statements of the Company and the Operating Company as of March 31, 2012 and for the three (3) months ended March 31, 2012 and March 31, 2011, and the related unaudited consolidated balance sheet as of such date, together with the notes thereto, to be prepared in conformity with GAAP consistently applied and presenting fairly, in all material respects, the consolidated financial condition, results of operations and cash flows of the Company and the Operating Company as of the respective dates and periods thereof, except that such statements shall be subject to normal and recurring year-end adjustments that were not or will not be material in amount or effect. In furtherance of the foregoing, the Company will engage the Company’s regular accountants to assist in this process.
