Old ACG definition

Old ACG has the meaning set forth in the first paragraph of this Agreement.

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Old ACG s audited Balance Sheet as of December 31, 1996 and its unaudited Balance Sheet as of June 30, 1997, and audited Statements of Operations, Stockholder's Equity and Cash Flows and related notes thereto for the period from June 10, 1996 through December 31, 1996 and unaudited Statements of Operations, Stockholder's Equity and Cash

Old ACG s audited Balance Sheet as of December 31, 1996 and its unaudited Balance Sheet as of June 30, 1997, and audited Statements of Operations, Shareholders' Equity and Cash Flows and related notes thereto for the period from June 10, 1996 through December 31, 1996 and unaudited Statement of Operations, Shareholders' Equity and Cash Flows for the six months ended June 30, 1997. The audited Old ACG Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period indicated (except as noted thereon or on Schedule 4.6). Except as set forth on Schedule 4.6, the foregoing Balance Sheets presents fairly the financial position of Old ACG as of such dates, and the foregoing Statement of Revenue and Expense presents fairly the results of its operations for the period indicated, all on a cash basis of accounting. Old ACG's Financial Statements at and for the period ended December 31, 1996 have been examined by KPMG Peat Marwick LLP, independent public accountants.

Examples of Old ACG in a sentence

All Taxes owed by Old ACG (whether or not shown on any Tax Return) have been paid.
All such Tax Returns filed by Old ACG were correct and complete in all material respects.
Old ACG is not currently the beneficiary of any extension of time within which to file any Tax Return.
Since Old ACG's formation in June 1996 , no claim with respect to Old ACG has been made by an authority in a jurisdiction where Old ACG does not file Tax Returns that it is or may be subject to taxation by that jurisdiction.
Further, none of such shares was issued in violation of the preemptive rights of any past or present stockholder of Old ACG.
There is no material dispute or claim concerning any Tax liability of Old ACG either claimed or raised by any authority in writing or as to which Old ACG has knowledge based upon direct inquiry by any agent of such authority.
Neither Purchaser nor Old ACG is in violation of any Purchaser Charter Document.
This Agreement has been duly executed and delivered by each of Purchaser and Old ACG and is a valid and binding obligation of each of Purchaser and Old ACG, enforceable against each of them in accordance with its terms.
Each of Purchaser and Old ACG has all requisite corporate power and authority to enter into this Agreement and to perform its obligations hereunder.
The execution and delivery by each of Purchaser and Old ACG of this Agreement and its consummation of the transactions contemplated hereby have been duly authorized by all necessary corporate action of Purchaser and Old ACG.

More Definitions of Old ACG

Old ACG s audited Balance Sheet as of December 31, 1996 and its unaudited Balance Sheet as of June 30, 1997 ("Balance Sheet Date"), and audited Statements of Operations, Stockholder's Equity and Cash Flows and related notes thereto for the period from June 10, 1996 through December 31, 1996 and unaudited Statements of Operations, Stockholder's Equity and Cash Flows for the six months ended June 30, 1997. The audited Old ACG Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period indicated (except as noted thereon or on Schedule 6.5). The unaudited Old ACG Financial Statements were prepared in accordance with the books and records of Old ACG in accordance with accounting principles consistently applied. Old ACG's Balance Sheets present fairly the financial position of Old ACG as of the dates indicated thereon, and Old ACG's Statements of Operations, Stockholder's Equity and Cash Flows included in the Old ACG Financial Statements present fairly the results of operations for the periods indicated thereon in accordance with generally accepted accounting principles. Old ACG's Financial Statements at and for the period ended December 31, 1996 have been examined by KPMG Peat Marwick LLP, independent public accountants.

Old ACG means ACG, Inc. (formerly Advanced Communications Group, Inc.), a Delaware corporation organized in June 1996.

Old ACG s audited balance sheet as of December 31, 1996, its unaudited balance sheet as of June 30, 1997, its audited statement of income, cash flows and retained earnings and any related notes thereto for the period from June 10, 1996 through December 31, 1996 and its unaudited statement of income, cash flows and retained earnings and any related notes thereto for the six months ended June 30, 1997. Such Old ACG Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the period indicated (except as noted thereon or on Schedule 8.6). Such balance sheets present fairly the financial position of Old ACG as of such dates, and such statements of income, cash flows and retained earnings present fairly the results of its operations for the periods indicated. The Old ACG Financial Statements at December 31, 1996 and for the fiscal period ended December 31, 1996 have been examined by KPMG Peat Marwick LLP, independent public accountants.

Old ACG means and refer to Old ACG and all of its Subsidiaries, if any.

Old ACG has the meaning set forth in the first recital of this Agreement.