Carveout Financial Statements definition

Carveout Financial Statements means (a) a consolidated balance sheet for the Bank and the Transferred Subsidiaries (taking into account the Excluded Assets and Liabilities Transfer) as of December 31, 2021, and the related consolidated statements of comprehensive income for the year ended December 31, 2021, and (b) a consolidated balance sheet for Bank and the Transferred Subsidiaries (taking into account the Excluded Assets and Liabilities Transfer) as of the end of each fiscal quarter subsequent to December 31, 2021, and the related consolidated statements of income for the fiscal year-to-date period then ended. The Carveout Financial Statements will be prepared on a consistent basis as the carveout financial statements included in Section 1.3 of the Dataroom. If Purchaser is required to file financial statements related to the acquired business of the Bank and the Transferred Subsidiaries after the Closing for SEC reporting purposes (including pursuant to Item 9.01 of Form 8-K), then at the request of Purchaser, prior to Closing, Sellers shall, and shall cause the Bank and the Transferred Subsidiaries to, assist the Purchaser with the preparation of the financial statements and financial information required by the applicable requirements of Regulation S-X promulgated by the SEC, including by facilitating the audit or review, as required, of such financial statements and financial information by the Bank’s independent auditors in accordance with applicable Law and auditing standards; provided that Purchaser shall reimburse Seller for all reasonable, documented out-of-pocket expenses of the Bank’s independent auditors in connection with such audit or review.

Carveout Financial Statements means carveout financial statements for the Transferred Business as of and for the year ending December 31, 2012, December 31, 2013 and as of and for the quarter ending March 31, 2014, prepared in English and in accordance with U.S. GAAP, and, if required by law or regulation, audited or reviewed, as applicable, by accounting auditors.

Carveout Financial Statements has the meaning set forth in Section 5.24(b). “Cash Consideration” means an amount in U.S. dollars in cash equal to (a) the Purchase Price minus (b) the Stock Consideration Value. “CECL” means Current Expected Credit Losses, a credit loss accounting standard that was issued by the Financial Accounting Standards Boards on June 16, 2016, pursuant to Accounting Standards Update (ASU) No. 2016, Topic 326. “Claim Notice” has the meaning set forth in Section 8.1(d). “Closing” has the meaning set forth in Section 2.2(a). “Closing Balance Sheet” means a balance sheet of the Bank as of the close of business on the day immediately preceding the Closing Date, using the same methodologies, assumptions, accounting policies, principles, practices and categories used in the preparation of the balance sheet shown in Schedule 2 (including, for the avoidance of doubt, with such balance sheet being calculated (a) on a “going concern” basis, (b) not taking into account any changes in the assets or liabilities of the Bank as a result of purchase accounting or any other accounting adjustments in each case arising as a consequence, in and of themselves, of the Stock Sale, (c) taking into account any changes in the assets or liabilities of the Bank as a result of any accounting adjustments in each case arising as a consequence, in and of themselves, of the Excluded Assets and Liabilities Transfer.) For the avoidance of doubt, the Closing Balance Sheet will reflect the effect of the Excluded Assets and Liabilities Transfer and the effect of the Special Dividend Transaction.

Examples of Carveout Financial Statements in a sentence

• The Carve-out Financial Statements reflect the assets, liabilities, revenues and expenses directly attributable to AFI-IO, as well as allocations deemed reasonable by management, to present the financial position, results of operations, changes in invested equity and cash flows on a stand-alone basis.

• Sellers shall keep Purchasers reasonably informed on a current basis regarding the preparation of such Carveout Financial Statements.

• The Carveout Financial Statements will be prepared on a consistent basis as the carveout financial statements included in Section 1.3 of the Dataroom.

• The annual combined carve-out financial statements and the interim combined carve-out financial statements are hereinafter referred to as the Combined Carve-out Financial Statements.

• Also, the consolidated financial statements include the assets and liabilities, income statement and cash flows of certain businesses of the Video Entertainment business until its disposal at 28 September 2018, which were excluded from the Combined Carve-out Financial Statements.

• The Combined Carve-out Financial Statements, which were published for the purpose of the listing of Prosus in a listing prospectus, are available, along with the listing prospectus itself, on the Prosus website.

• See note 24 of the Annual Combined Carve-out Financial Statements, note 28 of the Annual Consolidated Financial Statements for more information and note 7 of the Interim Condensed Consolidated Financial Statements for more information.

• The data for 2018 refers exclusively to the first half of 2018 and refers to the data relating to the business unit called Business Services included in the Carve-out Financial Statements for the period from January 1, to the date of sale in June 2018.

• In the consolidated financial statements for the 2020 financial year (including comparatives), the income statement does not include certain corporate allocations which were included in the Combined Carve-out Financial Statements using a range of allocation keys.

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More Definitions of Carveout Financial Statements

Carveout Financial Statements means the Audited Carveout Financial Statements and the Interim Carveout Financial Statements.

Carveout Financial Statements has the meaning set forth in Section 5.24(b).

Carveout Financial Statements means the unaudited profit and loss statement and unaudited listing of the Arc Business Assets and the Assumed Liabilities and related supporting schedules as set out in Schedule 3.3(B).

Carveout Financial Statements means carveout financial statements for the Transferred Business as of and for the year ending December 31, 2012, December 31, 2013 and as of and for