Division Financial Statements definition
Examples of Division Financial Statements in a sentence
Except as set forth in Section 3.4 of the Seller Disclosure Schedule, the Division Financial Statements (a) have been fairly and accurately derived from the books and records of the Division and (b) fairly present in accordance with GAAP consistently applied during and among the periods indicated the financial position of the Business as of the dates thereof and the results of operations and cash flows of the Business for the periods then ended.
Prior to the Balance Sheet Date, the Transferor did not take or permit any of the actions set forth in Section 8.2 ----------- that are not reflected in the Division Financial Statements.
These accounts receivable, and all accounts receivable of the Transferor created after the Balance Sheet Date with respect to the business and operation of the Division, arose from valid transactions in the ordinary course of business and are good and collectible at the recorded amounts thereof, except for immaterial uncollectible amounts and except to the extent reserves therefor have been made on the Division Financial Statements.
The Transferor has good and marketable title to, or holds by valid and existing lease or license, all of the Transferred Assets and all of the Transferred Assets are reflected on the Division Financial Statements, or under GAAP are not required to be reflected therein.
Each Stockholder may exercise its Right of First Offer by delivering notice of irrevocable acceptance of the proposed sale on the terms specified in the First Offer Notice to the Company within fifteen (15) business days of receipt of the First Offer Notice (the "Initial Exercise Period").
Except as set forth in the Division Financial Statements or in Schedule 1.3(b) or obligations specified in the contracts listed in Schedule 1.2(c), there is no liability and, to the best knowledge of the Sellers, no threatened action, suit, proceeding, hearing, investigation, charge, complaint, claim, or demand, which could give rise to any liability with respect to any Acquired Asset.
With respect to the business and operation of the ------------------- Division, Transferor Disclosure Schedule 5.19 sets forth the accounts receivable ----------------------------------- of the Transferor as of December 31, 1998, as reflected in the Division Financial Statements as of that date, and the accounts receivable of the Transferor as of the Balance Sheet Date, together with an aging of these accounts.
All royalties, license fees, charges and other amounts payable by, on behalf of, to, or for the account of, the Seller in respect of any Intellectual Property are disclosed in the Division Financial Statements.
Prior to the date hereof, Seller has delivered to Purchaser copies of unaudited statements of income for the Aluminum Business for the period ended August 31, 1995, a copy of which accompanies Schedule 2.6 (the "Division Financial Statements").
The Company has delivered to you the financial statements relating to the Division referred to in Section 5.4 of the Note Agreements (the "Division Financial Statements").