2013 Audited Financial Statements definition

2013 Audited Financial Statements has the meaning set forth in Section 5.13.

2013 Audited Financial Statements shall have the meaning set forth in Section 5.20(a)(i).

2013 Audited Financial Statements means the audited statements of financial position, operations, comprehensive income, cash flows and changes in parent company equity of the Business as of and for the fiscal year ended December 31, 2013. “2013 Baseline Financial Statements” means the internal unaudited combined balance sheet and income statement for the Business as of and for the fiscal year ended December 31, 2013. “Acquired Assets” means, other than the Excluded Assets, all of Seller 1’s and Seller 2’s right, title and interest in, to and under all of the assets, properties and rights of every kind, nature, character and description, whether tangible or intangible (including goodwill), real, personal or mixed, accrued or contingent, (1) located at the Transferred Real Properties and the Transferred Leased Properties, whether now existing or hereafter acquired prior to the Closing, whether carried or reflected on or specifically referred to in Sellers’ books or financial statements or in the Disclosure Schedule, which relate to, or are used or held for use in the Business, (2) located at Sellers’ facility in Memphis, Tennessee, whether now existing or hereafter acquired prior to the Closing, whether carried or reflected on or specifically referred to in Sellers’ books or financial statements or in the Disclosure Schedule, which are primarily used or held for use in the Business, and (3) wherever located, whether now existing or hereafter acquired prior to the Closing, whether carried or reflected on or specifically referred to in Sellers’ books or financial statements or in the Disclosure Schedule, which are exclusively used or held for use in the Business; including the following: (a) all accounts receivable and other receivables of Seller 1, whether or not billed, arising from or related to the Business, and any security, claim, remedy or other right related thereto; (b) all inventory, raw materials, work-in-progress, supplies, spare parts, finished goods and other inventories, together with office supplies, maintenance supplies, manufacturing supplies, packaging materials and promotional materials, in each case, that is related to, used or held for use in connection with the Business; (c) all actions, claims, causes of action, rights of recovery, choses in action, and rights of setoff of any kind arising before, on or after the Closing Date relating to the Business or to any other Acquired Asset or any Assumed Liability; (d) the Personal Property; (e) the Designated Contracts, the Col...

Examples of 2013 Audited Financial Statements in a sentence

• The 2013 Audited Financial Statements were not subject to any qualification.

• See Note 18 (Related Party Transactions) of the Notes to the 2013 Audited Financial Statements.

• There has been no significant change in contingent liabilities of an associate from that disclosed in the 2013 Audited Financial Statements except for the following: Dispute on Legality of 3G Intra Circle Roaming Agreement* Idea had entered into roaming arrangements with other operators to provide 3G services in service areas where it did not win 3G spectrum.

• There has been no significant change in contingent assets or contingent liabilities from that disclosed in the 2013 Audited Financial Statements.

• The risks associated with the derivative financial instrument and the policies in place for mitigating such risks were disclosed in 2013 Audited Financial Statements.

• Related Parties flydubai’s related party transactions and balances are detailed in Note 9 to the 2013 Audited Financial Statements and principally comprise transactions with other companies owned directly or indirectly by the Government of Dubai, including, in particular, Emirates and dnata.

• The accounting policies and method of computation applied in the unaudited interim financial statements are consistent with those used in the preparation of the 2013 Audited Financial Statements except for the adoption of new standards and amendments/improvements to existing standards that are applicable to the Group for the financial period beginning 1 January 2014 as set out below.

• Financial Risk Management Note 3 to the 2013 Audited Financial Statements describes the principal financial risks faced by flydubai and the principal procedures used by flydubai to manage these risks.

• Information relating to flydubai’s property, plant and equipment is set out in Note 8 to the Unaudited Interim Financial Statements and Note 5 to the 2013 Audited Financial Statements.

• In preparing the unaudited interim financial statements, the significant judgements made by the management in applying the Group’s accounting policies and the sources of estimates uncertainty were consistent as those applied to 2013 Audited Financial Statements.

More Definitions of 2013 Audited Financial Statements

2013 Audited Financial Statements has the meaning assigned for such term in Section 8.1(b) hereof. “A&P” means Xxxxxx & Xxxxxx LLP. “ACAS” means American Capital, Ltd., a Delaware corporation. “ACAS Indemnitors” has the meaning assigned for such term in Section 8.7(h) hereof. “ACAS Parties” means, collectively, ACAS and their respective Affiliates. “Administrative Expense Account” means the account maintained by the Equity Holder Representative into which the payment required by Section 3.1(f) shall be made and any successor account in which the Aggregate Administrative Expense Amount shall be held by the Equity Holder Representative. “Administrative Expense Percentage” means, with respect to each Equity Holder (other than the ACAS Parties) a fraction, the numerator of which is the number of Common Shares owned by such Equity Holder (considering all Series C Convertible Preferred Shares on an as-converted basis pursuant to the Charter and considering all In-the-Money Options and Warrants held by such Equity Holder on an as-exercised basis) and the denominator of which is the number of Common Shares owned by all Equity Holders (other than the ACAS Parties) (considering all Series C Convertible Preferred Shares on an as-converted basis pursuant to the Charter and considering all In-the-Money Options and Warrants held by such Equity Holder on an as-exercised basis). “Affiliate” means, with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries, controls, or is controlled by, or is under common control with, such Person, provided, however, that in the case of the ACAS Parties, ACAS Party portfolio companies which meet the foregoing definition shall be excluded therefrom other than in the case of the definition of Transaction Expenses, Section 5.11 (Personal Property) and Section 5.21 (Related Party Transactions), and the term “control” (including the terms “controlled by” and “under common control with”) means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through ownership of voting securities, by contract or otherwise. “Agreement” has the meaning assigned for such term in Preamble hereto. “Aggregate Administrative Expense Amount” means $150,000 and any earnings on such amount, as such amount may be reduced from time to time in accordance with the terms of this Agreement. “Aggregate Exercise Amount” means the aggregate amount that would be paid to the ...

2013 Audited Financial Statements shall have the meaning ascribed to it in Section 3.17 of this Agreement.

2013 Audited Financial Statements means the audited combined statements of operations, comprehensive income, financial position, cash flows, and changes in parent company equity of the Companies and the business conducted by U.S. Seller and Mexico Seller with the U.S. Assets and the Mexico Assets as of and for the fiscal year ended December 31, 2013, prepared in accordance with GAAP and in compliance with Regulation S-X promulgated under the Securities Exchange Act of 1934, as amended.

2013 Audited Financial Statements means the portion of the Audited Financial Statements for the calendar year ended December 31, 2013

2013 Audited Financial Statements. 2.7(a)(xviii) “2013 EBITDA” 2.10(e) “2013 EBITDA Target” 2.10(e) “2014 Actual EBITDA” 2.10(a) “0000 Xxxx-Xxx” 2.10(a) “2014 EBITDA Maximum” 2.10(f) “2014 EBITDA Target” 2.10(e) “2014 EBITDA Threshold” 2.10(d) “0000 Xxxx-Xxx” 2.10(a) “2015 Actual EBITDA” 2.10(a) “2015 EBITDA Maximum” 2.10(f) “2015 EBITDA Target” 2.10(e) “2015 EBITDA Threshold” 2.10(d) “0000 Xxxx-Xxx” 2.10(a) “2016 Actual EBITDA” 2.10(a) “2016 EBITDA Maximum” 2.10(f) “2016 EBITDA Target” 2.10(e) “2016 EBITDA Threshold” 2.10(d) “AAA” 2.10(i)(ii) Term Section “Acquired Assets” 2.1 “Additional EBITDA Purchase Price” 2.12(a) “Adjustment Amount” 2.8(a) “Allocation” 2.5(a) “Amount in Controversy” 2.10(i) “Arbitration Panel” 2.10(i)(ii) “Assumed Liabilities” 2.4(a) “Balance Sheet” 3.4 “Base Purchase Price” 2.3 “Xxxx of Sale and Assignment and Assumption Agreement” 2.7(a)(i) “Breach Acceleration Payment” 7.4(e) “Business” Recitals “Buyer” Introductory Paragraph “Buyer Closing Documents” 4.2(a) “Buyer Group” 5.1(a) “Buyer Indemnified Persons” 8.2(a) “Buyer’s Tax Contest” 7.2(c) “Cap” 8.4 “CERCLA” 1.1 “Change of Control Acceleration Payment” 7.4(c) “Cleanup” 1.1 “Closing” 2.6 “Closing Date” 2.6 “Closing Financial Statements” 2.8(b) “Commitment Letter” 6.2(d) “Competing Business” 7.8(a) “Control Notice” 8.7(b) “Current Employees” 3.23(a) “Deductible” 8.4 “Damages” 8.2(a)