Reference Financial Statements Sample Clauses

Reference Financial Statements. The Reference Financial Statements were prepared using materially accurate data derived from the books and records of the Company, in the ordinary course of business and fairly present the financial condition of the Company as of its date and the results of its operations for the periods indicated, on a basis consistent with prior periods. The Reference Financial Statements are not audited, reviewed, or compiled. * Information marked with an asterisk herein has been omitted and filed separately with the Commission pursuant to a request for confidential treatment.
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Reference Financial Statements. The parties further acknowledge that this transaction has been based upon the financial statements of Verplast as of December 31, 1996 (hereinafter the "1996 STATUTORY FINANCIAL STATEMENTS") as updated on June 30, 1996 (hereinafter the "CLOSING FINANCIAL STATEMENTS") attached hereto as, respectively, Annex 3.2 (a) and Annex 3.2 (b). 9 3.3
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Reference Financial Statements. To the Sellers’ Knowledge, the Reference Financial Statements submitted to Purchaser prior to the Signing Date are in accordance with the German Commercial Code and present a true and fair view of the assets and liabilities (Vermögenslage) and results of operation (Ertragslage) of the Company for the period referenced therein, were prepared in accordance with the applicable rules and, in particular, the generally accepted principles of accounting (GoB), consistent with past practice regarding their formal organization and measurement (unter Wahrung xxxxxxxxx und materieller Bilanzkontinuität). Specifically, all accounting and valuation principles, methods and rules were retained and all options to capitalize or to include items on the liabilities side (Aktivierungs- und Passivierungswahlrechte) were consistently applied. The Reference Financial Statements present, taken as a whole, a true, complete and fair view of the net assets position, financial condition and results of operation (vermitteln insgesamt ein den tatsaechlichen Verhaeltnissen entsprechendes Bild der Vermoegens-, Finanz- und Ertragslage) of the Company for the respective balance sheet dates or the fiscal periods to which they relate. A copy of the Reference Financial Statements is attached hereto as Schedule 8.6. The Company does not have any liabilities (including any uncertain and contingent liabilities, whether known or unknown), in excess of EUR 50,000.00 (EURO fifty thousand) other than (i) those properly accounted, reserved or accrued for in their full amount in the Reference Financial Statements, (ii) those trade liabilities incurred or arising in the ordinary course since the date of the Reference Financial Statements, (iii) those set forth in Schedule 8.6, (iv) Taxes, and (v) regular obligations for specific performance (vertragliche Erfüllungsansprüche) under ongoing contracts (schwebende Geschäfte), to the extent such obligations do not qualify for balance sheet recognition (nicht bilanzierungsfähig). For the avoidance of doubt, the Company has pledged the bank account at Commerzbank Viersen with the account number 000 000 000 with a deposit amount of EUR 12,500.80 as a collateral for the lease agreement referred to in Schedule 8.11. All accounts receivable in the Reference Financial Statements or generated after the Effective Date result from business activities in the ordinary course of business. To the Seller’s Knowledge there are no circumstances which could affect the collec...
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Reference Financial Statements. 8.5.1 Without prejudice to the exceptions made under paragraph 8.5.3 below, the Reference Financial Statements:
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Reference Financial Statements. (a) The Reference Financial Statements have been prepared and audited in accordance with the Italian Accounting Principles and Practices and therefore reflect all liabilities of the Company which should be recorded according to the Italian Accounting Principles and Practices and present a true and fair view of the financial position of the Company at December 31, 2010.
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Reference Financial Statements. As promptly as practicable after December 31, 1998, but in any event on or before March 31, 1999, X-ceed shall deliver or cause to be delivered to the Shareholders, at the sole cost and expense of X-ceed, audited special purpose financial statements of Mercury and the Surviving Corporation on a combined basis for the twelve-month period ending on December 31, 1998, consisting of a balance sheet and income statement setting forth the amount of Reference Gross Revenues (the "Reference Financial Statements"), prepared by X-ceed's independent certified public accountants (the "Independent Accounting Firm") in accordance with United States generally accepted accounting principles and practices as in effect from time to time and consistently applied ("GAAP"). The Reference Financial Statements shall be deemed to be and shall be final, conclusive and binding on the parties hereto, except that the Shareholders may dispute the computation of Reference Gross Revenues on the basis that the amount thereof was not arrived at in conformity with GAAP.
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Reference Financial Statements. The amount of the Damage to be indemnified by the Seller to the Purchaser in respect of any Claim will be reduced by the amount of any specific provisions or cash reserves accounted for in the Reference Financial Statements of the SPVs for the subject matter that caused such Damage.
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Related to Reference Financial Statements

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

  • Historical Financial Statements The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments. As of the Closing Date, neither Holdings nor any of its Subsidiaries has any contingent liability or liability for taxes, long-term lease or unusual forward or long-term commitment that is not reflected in the Historical Financial Statements or the notes thereto and which in any such case is material in relation to the business, operations, properties, assets, condition (financial or otherwise) or prospects of Holdings and any of its Subsidiaries taken as a whole.

  • Periodic Financial Statements Borrower shall deliver to Bank, within 45 days after the end of each fiscal quarter, unaudited management-prepared quarterly financial statements including, without limitation, a balance sheet, profit and loss statement and statement of cash flows, with supporting schedules; all in reasonable detail and prepared in conformity with generally accepted accounting principles, applied on a basis consistent with that of the preceding year. Such statements shall be certified as to their correctness by a principal financial officer of Borrower and in each case, if audited statements are required, subject to audit and year-end adjustments.

  • Interim Financial Statements Within 45 days after the close of each fiscal quarter of Customer, a copy of the interim financial statements of Customer for such fiscal quarter (including in reasonable detail both a balance sheet as of the close of such fiscal period, and statement of profit and loss for the applicable fiscal period);

  • Initial Financial Statements Borrower has heretofore delivered to Lender copies of the Initial Financial Statements which are complete and correct in all material respects. The Initial Financial Statements fairly present Borrower’s combined financial position at the respective dates thereof and the combined results of operations and combined cash flows for the periods then ended. Since the date of the Initial Financial Statements no Material Adverse Change has occurred, except as reflected in Section 5.6 of the Disclosure Schedule. All Initial Financial Statements were prepared in accordance with GAAP.

  • Annual Financial Statements Within 90 days after the end of each Fiscal Year, commencing with the Fiscal Year ending December 31, 2011, (i) the consolidated balance sheets of Borrower and its Subsidiaries as at the end of such Fiscal Year and the related consolidated statements of income, stockholders’ equity and cash flows of Borrower and its Subsidiaries for such Fiscal Year, setting forth in each case in comparative form the corresponding figures for the previous Fiscal Year commencing with the first Fiscal Year for which such corresponding figures are available, all in reasonable detail, together with a Financial Officer Certification and a Narrative Report with respect thereto; and (ii) with respect to such consolidated financial statements a report thereon by an independent certified public accountant (or accountants) of recognized national standing selected by Borrower, and reasonably satisfactory to Administrative Agent (which report and/or the accompanying financial statements shall be unqualified as to going concern and scope of audit, and shall state that such consolidated financial statements fairly present, in all material respects, the consolidated financial position of Borrower and its Subsidiaries as at the dates indicated and the results of their operations and their cash flows for the periods indicated in conformity with GAAP applied on a basis consistent with prior years (except as otherwise disclosed in such financial statements) and that the examination by such accountants in connection with such consolidated financial statements has been made in accordance with generally accepted auditing standards) together with a written statement by such independent certified public accountants stating (1) that their audit examination has included a review of the terms of Section 6.7 of this Agreement and the related definitions, (2) whether, in connection therewith, any condition or event that constitutes a Default or an Event of Default under Section 6.7 has come to their attention and, if such a condition or event has come to their attention, specifying the nature and period of existence thereof, and (3) that nothing has come to their attention that causes them to believe that the information contained in any Compliance Certificate is not correct or that the matters set forth in such Compliance Certificate are not stated in accordance with the terms hereof (which statement may be limited to the extent required by accounting rules or guidelines);

  • Original Financial Statements (a) Its Original Financial Statements were prepared in accordance with the Accounting Principles consistently applied.

  • Monthly Financial Statements As soon as available, but no later than thirty (30) days after the last day of each month, a company prepared consolidated balance sheet and income statement covering Borrower’s consolidated operations for such month certified by a Responsible Officer and in a form acceptable to Bank (the “Monthly Financial Statements”);

  • FINAL FINANCIAL STATEMENTS The COMPANY shall provide prior to the Funding and Consummation Date, and CSI shall have had sufficient time to review the unaudited consolidated balance sheets of the COMPANY as of the end of all fiscal quarters following the Balance Sheet Date, and the unaudited consolidated statement of income, cash flows and retained earnings of the COMPANY for all fiscal quarters ended after the Balance Sheet Date, disclosing no material adverse change in the financial condition of the COMPANY or the results of its operations from the financial statements as of the Balance Sheet Date. Such financial statements shall have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated (except as noted therein). Except as noted in such financial statements, all of such financial statements will present fairly the results of operations of the COMPANY for the periods indicated therein.

  • Financial Statements; Fiscal Year The Current Financials were prepared in accordance with GAAP and present fairly, in all material respects, the consolidated financial condition, results of operations, and cash flows of the Companies as of, and for the portion of the fiscal year ending on the date or dates thereof (subject only to normal audit adjustments). All material liabilities of the Companies as of the date or dates of the Current Financials are reflected therein or in the notes thereto. Except for transactions directly related to, or specifically contemplated by, the Loan Documents or disclosed in the Current Financials, no subsequent material adverse changes have occurred in the consolidated financial condition of the Companies from that shown in the Current Financials. The fiscal year of each Company ends on December 31.

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