Financial Statement Variance definition

Financial Statement Variance means, for any financial reporting period, a difference of (a) greater than 5.0% between the cumulative revenues of the Parent and its consolidated Subsidiaries for the most recently completed Measurement Period and the cumulative revenues of the Company and its Restricted Subsidiaries for the most recently completed Measurement Period; (b) greater than 5.0% between the total assets of the Parent and its consolidated Subsidiaries for the last reporting period and the total assets of the Company and its Restricted Subsidiaries for the last reporting period (for purposes of this clause (b) only, determined without taking into account any assets arising from intercompany Indebtedness between or among the Company (as lender) and the Parent and/or its direct and indirect equityholders (as borrowers)); or (c) greater than 10.0% between the Parent Adjusted Operating Income of the Parent and its consolidated Subsidiaries for the most recently completed Measurement Period and the Adjusted Operating Income of the Company and its Restricted Subsidiaries for the most recently completed Measurement Period. Notwithstanding anything to the contrary elsewhere in this Credit Agreement, references to “consolidated Subsidiaries” of the Parent in the immediately preceding sentence shall exclude (x) those consolidated Subsidiaries of the Parent listed on Schedule 1.01(g), and (y) such other consolidated Subsidiaries of the Parent that are not Restricted Subsidiaries whose assets primarily consist of investments in and/or loans to non-consolidated Affiliates so long as the aggregate assets of all consolidated Subsidiaries of the Parent excluded from the immediately preceding sentence pursuant this sentence does not exceed 20% of the aggregate assets of the Parent and its consolidated Subsidiaries (determined without giving effect to any exclusions pursuant to this sentence) (such consolidated Subsidiaries of the Parent excluded pursuant to this sentence at any time of determination being the “Excluded Consolidated Subsidiaries”).

Financial Statement Variance means, for any financial reporting period, a difference of (a) greater than 5.0% between the cumulative revenues of the Parent and its consolidated Subsidiaries for the most recently completed Measurement Period and the cumulative revenues of the Company and its Restricted Subsidiaries for the most recently completed Measurement Period; (b) greater than 5.0% between the total assets of the Parent and its consolidated Subsidiaries for the last reporting period and the total assets of the Company and its Restricted Subsidiaries for the last reporting period; or (c) greater than 10.0% between the Parent Adjusted Operating Cash Flow of the Parent and its consolidated Subsidiaries for the most recently completed Measurement Period and the Adjusted Operating Cash Flow of the Company and its Restricted Subsidiaries for the most recently completed Measurement Period. Notwithstanding anything to the contrary elsewhere in this Credit Agreement, references to “consolidated Subsidiaries” of the Parent in the immediately preceding sentence shall exclude (x) those consolidated Subsidiaries of the Parent listed on Schedule 1.01(g) , and (y) such other consolidated Subsidiaries of the Parent that are not Restricted Subsidiaries whose assets primarily consist of investments in and/or loans to non-consolidated Affiliates so long as the aggregate assets of all consolidated Subsidiaries of the Parent excluded from the immediately preceding sentence pursuant this sentence does not exceed 20% of the aggregate assets of the Parent and its consolidated Subsidiaries (determined without giving effect to any exclusions pursuant to this sentence) (such consolidated Subsidiaries of the Parent excluded pursuant to this sentence at any time of determination being the “ Excluded Consolidated Subsidiaries ”).

Financial Statement Variance. “Excluded Indebtedness” has the meaning given to such term in Section 8.01(e). “Excluded Accounts” means (x) deposit or securities accounts maintained solely as tax accounts, payroll accounts, escrow accounts, trust accounts, operational disbursements accounts, xxxxx cash accounts or flexible spending and other benefits and healthcare accounts (including healthcare claims funding accounts), and (y) other deposit or securities accounts so MSGN – A&R Credit Agreement (2019)

Examples of Financial Statement Variance in a sentence

• If the Material Financial Statement Variance Damages are not finally determined as aforesaid prior to the Closing, the Buyer shall deliver to the Indemnification Escrow Agent the amount of the Purchase Price equal to the Financial Statement Breach Damages set forth in the Statement of Damages and the Indemnification Escrow Agent shall hold such amount in escrow as part of the Indemnification Escrow Fund in accordance with the Indemnification Escrow Agreement.

• On or prior to the last day of the Financial Review Period, the Buyer may deliver to the Holder Representative a written statement setting forth a description of the Material Financial Statement Variance in reasonable detail, and indicating the Buyer’s determination of the Material Financial Statement Variance Damages (the “Statement of Damages”).

• Notwithstanding anything to the contrary, the Material Financial Statement Variance Damages shall not exceed Two Hundred Forty Thousand Dollars ($240,000).

• The Independent Accountant shall make a determination as soon as practicable within thirty (30) days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Positions and their adjustments to the Material Financial Statement Variance Damages shall be conclusive and binding upon the parties hereto.

• The Independent Accountant shall only decide the specific items under dispute by the parties and their decision for the Material Financial Statement Variance Damages must be within the range of values assigned to each such item in the Statement of Damages and the Objections to Damages, respectively.

• If the Material Financial Statement Variance Damages are finally determined as aforesaid prior to the Closing, the amount of the Material Financial Statement Variance Damages shall be deducted from the Purchase Price and retained by the Buyer as set forth in Section 9.9(a).

• Ms. Schafer highlighted the April 2007 Summary Financial Statement Variance Analysis report.

• During the Financials Review Period, the Buyer and its accountants shall have full access to the books and records of the Company for the purpose of reviewing the Reviewed Financials and to determine if a Material Financial Statement Variance has occurred and if so, what the Material Financial Statement Variance Damages are, provided, that such access shall be in a manner that does not interfere with the normal business operations of the Company.

• Once draft statements are released, the FBLA Staff Accountant performs a Financial Statement Variance Analysis to identify potential abnormalities or errors in Financial Statements.

• Revised Estimates or Financial Statement Variance: Exceptions to Explanation ReportingIf additional funding is announced following the receipt of the estimates submission, a modified explanation reporting methodology will be introduced to allow TPAs to report on variances based on the revised funding allocation and increased expenditures.

More Definitions of Financial Statement Variance

Financial Statement Variance means, for any financial reporting period, a difference of (a) greater than 5.0% between the cumulative revenues of the Parent and its consolidated Subsidiaries for the most recently completed Measurement Period and the cumulative revenues of the Company and its Restricted Subsidiaries for the most recently completed Measurement Period; (b) greater than 5.0% between the total assets of the Parent and its consolidated Subsidiaries for the last reporting period and the total assets of the Company and MSGN – A&R Credit Agreement (2019)