US GAAP Financial Statements definition

US GAAP Financial Statements means the audited consolidated financial statements of the Company and its Subsidiaries as of and for the years ended March 31, 2006 and March 31, 2005, respectively (including the notes thereto), prepared in accordance with U.S. GAAP, applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and the unaudited consolidated financial statements of the Company and its Subsidiaries for the quarter ended June 30, 2006 and, to the extent available, any subsequent quarters ending more than 45 days prior to the Closing Date.

US GAAP Financial Statements means: (i) consolidated financial statements of the Company as of 31 December, 2004 and 2003 and for each of the three years in the three-year period ended 31 December, 2004, prepared in accordance with Generally Accepted Accounting Principles in the United States of America (US GAAP) and Regulation S-X of the United States of America Securities and Exchange Commission (SEC), and audited by the Seller Accountant in accordance with Generally Accepted Auditing Standards in the US; and (ii) condensed consolidated financial statements of the Company as of 30 June, 2005 and 31 December 2004 and for the six months ended 30 June, 2005 and 2004 prepared in accordance with US GAAP and Article 10 Regulation S-X and reviewed by Seller Accountant in accordance with US Statement of Auditing Standards no. 100 (SAS 100); and (iii) any updated financial statements of the Company prepared in accordance with US GAAP and Regulation S-X and reviewed by Seller Accountant in accordance with SAS 100, to the extent required by the Purchaser's relevant indirect parent companies under Rule 3-12 of Regulation S-X or any other updating provisions contained in the SEC's Rules and Regulations; and (iv) any additional financial or related information reasonably required by the Purchaser's relevant indirect parent companies in order to meet their obligations under the SEC's Rules and Regulations.

US GAAP Financial Statements means: (i) consolidated financial statements of the Company as of 31 December, 2004 and 2003 and for each of the three years in the three-year period ended 31 December, 2004, prepared in accordance with Generally Accepted Accounting Principles in the United States ofAmerica (US GAAP) and Regulation S-X of the United States of America Securities and Exchange Commission (SEC), and audited by the Seller Accountant in accordance with Generally Accepted Auditing Standards in the US; and (ii) condensed consolidated financial statements of the Company as of 30 June, 2005 and 31 December 2004 and for the six months ended 30 June, 2005 and 2004 prepared in accordance with US GAAP and Article 10 Regulation S-X and reviewed by Seller Accountant in accordance with US Statement of Auditing Standards no. 100 (SAS 100); and (iii) any updated financial statements of the Company prepared in accordance with US GAAP and Regulation S-X and reviewed by Seller Accountant in accordance with SAS 100, to the extent required by thePurchaser's relevant indirect parent companies under Rule 3-12 of Regulation S-X or any other updating provisions contained in the SEC's Rules and Regulations; and (iv) any additional financial or related information reasonably required by the Purchaser's relevant indirect parent companies in order to meet their obligations under the SEC's Rules and Regulations.

Examples of US GAAP Financial Statements in a sentence

• The U.S. GAAP Financial Statements will be complete and accurate and fairly present in all material respects, in conformity with U.S. GAAP applied on a consistent basis in all material respects, the financial position of the Company as of the dates thereof and the results of operations of the Company for the periods reflected therein.

• The parties further agree that, whether or not the Transaction is consummated, the Affiliated Companies shall be responsible for any and all costs and expenses incurred in connection with the preparation and filing of the Transaction Form 8-K (including the preparation of the U.S. GAAP Financial Statements and the Pro Forma Financial Statements contained therein).

• The parties further agree that, whether or not the Transaction is consummated, each party shall be responsible for any and costs and expenses incurred by them in connection with the preparation of the Transaction Form 8-K (including the U.S. GAAP Financial Statements and Pro Forma Financial Statements contained therein), the Information Statement, and the 14f-1 Information Statement.

• Olivetti shall use its commercially reasonable best efforts to cause Coopers & Lybrxxx xx consent to the inclusion of any of its audit reports on the U.S. GAAP Financial Statements in any SEC Filing.

• The U.S. GAAP Financial Statements shall have been audited by the Accountant.

• Beacon shall have delivered to the Company the U.S. GAAP Financial Statements, the Interim Financial Statements, the Pro Forma Financial Statements and the Permissions.

• The Company U.S. GAAP Financial Statements for the last two fiscal years shall have been audited by, and the interim financial statements reviewed by, Moore Stephens, P.C. ("Accounxxxx").

• The parties further agree that, whether or not the Transactions are consummated, Beacon shall be responsible for any and costs and expenses incurred by it in connection with the preparation of the Transaction Form 8-K (including the U.S. GAAP Financial Statements and Pro Forma Financial Statements contained therein), and costs and expenses incurred by it in connection with the preparation of the Information Statement and the filing and mailing thereof.

• Subscriber shall (i) reimburse the Company for all reasonably documented accounting fees and expenses incurred by it as a result of complying with this Section 3(b), and (ii) pay for all fees and expensed of the US Auditor relating to the preparation of the US GAAP Financial Statements.

• The parties further agree that, whether or not the Transaction is consummated, the Affiliated Companies shall be responsible for any and all costs and expenses incurred in connection with the preparation and filing of the Transaction Form 8-K (including the U.S. GAAP Financial Statements and the Pro Forma Financial Statements contained therein).

More Definitions of US GAAP Financial Statements

US GAAP Financial Statements shall have the meaning set forth in Section 7.5.

US GAAP Financial Statements has the meaning set forth in Section 6.11(b) of this Agreement. “US GAAP 2017 Stub Period Financial Statements”, has the meaning set forth in Section 6.11(c) of this Agreement. “Ultrachem”, means Ultra Chem, S. de X.X. de C.V. a Sociedad de Responsabilidad Limitada de Capital Variable, duly organized and existing under the laws of Mexico. “Ultrachem Costa Rica”, means Ultra Chem Costa Rica, S.R.L. a Sociedad de Responsabilidad Limitada, duly organized and existing under the laws of Costa Rica, corporate identification number 0-000-000000. “Ultrachem Costa Rica Equity Interests”, has the meaning set forth in Section 4.3(a) of this Agreement. “Ultrachem Guatemala”, means Ultra-Chem de Centroamérica, S.A. a Sociedad Anónima, duly organized and existing under the laws of Guatemala. “Ultrachem Guatemala Shares”, has the meaning set forth in Section 4.3(a) of this Agreement. Section 1.2

US GAAP Financial Statements has the meaning specified in Section 9.16.