Orion Financial Statements definition

Orion Financial Statements means (a) the audited financial statements included in the annual report of Orion as filed with the SEC on Form 10-KSB for the year ended December 31, 2003; and

Orion Financial Statements means the audited financial statements of Orion included in the SEC Filings (as hereinafter defined) as at December 31, 2003 and for the period from inception (October 15, 1995) through December 31, 2003 and the unaudited financial statements of Orion as at March 31, 2004 (including all notes thereto) which have been previously delivered or were available to Citadel, consisting of the balance sheets at such dates and, with respect to the audited Orion Financial Statements, the related statements of income and cash flow for each of the twelve-month periods ended December 31, 2002 and December 31, 2003, and the period October 15, 1995 through December 31, 2003, and with respect to the unaudited Orion Financial Statements, the related statements of income and cash flow for the three-month period ended March 31, 2004 and the period from October 15, 1995 through March 31, 2004. The Orion Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly the financial position, assets and liabilities of Orion as at the dates thereof and the revenues, expenses, results of operations and cash flows of Orion for the periods covered then ended (subject, in the case of the unaudited interim Orion Financial Statements to normal year-end audit adjustments consistent with past practice). The Orion Financial Statements are in accordance with the books and records of Orion, do not reflect any transactions which are not bona fide transactions and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading. The Orion Financial Statements make full and adequate disclosure of, and provision for, all obligations and liabilities of Orion as of the date thereof. The Orion Financial Statements when filed with the Securities and Exchange Commission, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities and Exchange Commission with respect thereto.

Orion Financial Statements has the meaning set forth in Section 3.5(c).

Examples of Orion Financial Statements in a sentence

• The Orion Financial Statements are in accordance with the books and records of Orion, do not reflect any transactions which are not bona fide transactions and do not contain any untrue statement of a material fact or omit to state any material fact necessary to make the statements contained therein, in light of the circumstances in which they were made, not misleading.

• Except as reflected in the Orion Financial Statements, neither Orion Party has any debts, liabilities or obligations of any nature, other than debts, liabilities or obligations incurred subsequent to September 30, 2004 in the ordinary course of business and consistent with past practice of Orion.

• Except as reflected in the Orion Financial Statements or as contemplated by the Certificate of Merger, since September 30, 2004, neither Orion Party has (a) taken any of the actions set forth in Section 6.3, except as contemplated by this Agreement; (b) suffered any Orion Material Adverse Effect; (c) suffered any damage, destruction or Loss to any of their respective assets or properties (whether or not covered by insurance); or (d) increased the compensation of any executive officer of any Orion Party.

• The Orion Financial Statements, when filed with the SEC, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto.

• The Orion Financial Statements make full and adequate disclosure of, and provision for, all obligations and liabilities of Orion as of the times and for the periods referred to therein.

• The Orion Financial Statements have been prepared from, are in accordance with and accurately reflect the books and records of Orion; and such have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be stated in the notes thereto), and fairly present the consolidated financial position and the consolidated results of operations and cash flows of Orion as of the times and for the periods referred to therein.

• The Orion Financial Statements when filed with the Securities and Exchange Commission, complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the Securities and Exchange Commission with respect thereto.

• Except to the extent reflected or reserved against on the balance sheets of Orion constituting a part of the Orion Financial Statements, Orion has no debts, liabilities or obligations of any nature other (i) than non-material liabilities incurred subsequent to the date of such balance sheets in the ordinary course of Orion's business, and (ii) as set forth on SCHEDULE 5.8.

• The Orion Financial Statements have been prepared in accordance with GAAP consistently applied and present fairly the financial position, assets and liabilities of Orion as at the dates thereof and the revenues, expenses, results of operations and cash flows of Orion for the periods covered then ended (subject, in the case of the unaudited interim Orion Financial Statements to normal year-end audit adjustments consistent with past practice).

• The Orion Financial Statements make full and adequate disclosure of, and provision for, all obligations and liabilities of Orion as of the date thereof.