Combined Financial Statements. The parties shall co-operate with each other in the preparation of combined financial statements for so long as the preparation of combined financial statements is permitted under generally accepted accounting principles used by Granite REIT and Granite GP. For so long as Granite GP and Granite REIT prepare and file combined financial statements and related disclosure, Granite GP and Granite REIT shall provide each other, in a timely fashion, in accordance with the scheduled meetings of Granite REIT’s trustees and Granite GP’s directors, and committees thereof, for the approval of financial statements, and in any event in sufficient time to allow Granite GP and Granite REIT to meet their legal obligations (including, but not limited to, any obligations relating to disclosure controls and procedures or internal control over financial reporting), with financial and other information and data with respect to Granite REIT, Granite GP, Granite LP and the Granite LP Group, as applicable, and their respective business, properties, financial positions, results of operations and prospects, and otherwise comply with the requirements of Sections 3.3 and 3.4.
Combined Financial Statements. Complete copies of the combined financial statements as at the Account Date are set forth in Exhibit 6.7(b) (the “Combined Financial Statements”). The Combined Financial Statements are not audited and correspond to the combination of the Financial Statements of all Group Companies, as described in the PWC VDD report dated 5 February 2016 together with its addendum dated on 25 February 2016 (the “PWC VDD Report”). The Combined Financial Statements have been prepared in accordance with the Sellers’ Group accounting principles, policies and practices consistently applied in the past 2 (two) financial years and give a true and fair view of the assets, liabilities and state of affairs of the Group Companies in all material respects as at the Account Date and of the profit and loss of the Group Companies for the financial year ended on that date. The Combined Financial Statements are based on and consistent with the Interim Financial Statements. The Combined Financial Statements are in line with the PWCVDD Report, notably with respect to intercompany transactions amounts. To the Best of Seller’s Knowledge, there is no financial balance or flow recorded elsewhere in financial statements of any member of the Seller Group nor off-balance sheets commitments pertaining to the Group Companies which are not reflected in the Combined Financial Statements. There is no on-balance sheets debt-like items nor off-balance sheets obligation or commitment of the Group Companies Xxx Xxxxxx Chicago LLC and Xxx Xxxxxx Xxx Xxxxx International Hotel Management College not already disclosed in the Combined Financial Statements.
Combined Financial Statements. FFC shall use its best efforts ------------ ----------------------------- to file with the SEC 30-days of combined financial statements in accordance with Rule 145 within 45 days of the Effective Date or as soon as practical thereafter.
Combined Financial Statements. Camden and Summit entered into an agreement and plan of merger on October 4, 2004, which was subsequently amended on October 6, 2004 and January 24, 2005. The merger agreement provides for the merger of Summit with and into Camden Summit, a wholly owned subsidiary of Camden, with Camden Summit as the surviving corporation. The merger agreement, as amended, has been incorporated by reference in this Amendment No. 1 to Form 8-K. We encourage you to read the merger agreement, as amended, because it is the legal document that governs the merger. The following unaudited pro forma condensed combined financial information sets forth: (i) the historical financial information as of December 31, 2004 and for the twelve months then ended, as derived from the audited financial statements of Camden and Summit, (ii) Summit's acquisitions of apartment communities, as appropriate, and (iii) pro forma adjustments assuming the merger was completed as of December 31, 2004 for purposes of the unaudited pro forma condensed combined balance sheet and January 1, 2004 for purposes of the unaudited pro forma condensed combined statements of operations. The unaudited pro forma combined financial information should be read in conjunction with, and are qualified in their entirety by, the notes thereto and with the historical consolidated financial statements of Camden and Summit, including the respective notes thereto. The unaudited pro forma condensed combined financial statements give effect to the merger under the purchase method of accounting in accordance with the Financial Accounting Standards Board's Statement of Financial Accounting Standards No. 141, "Business Combinations." In the opinion of management, all significant adjustments necessary to reflect the effects of the merger have been made. The merger adjustments are based on certain estimates and currently available information. Such adjustments could change as additional information becomes available, as estimates are refined or as additional events occur. The unaudited pro forma condensed combined financial statements are presented for comparative purposes only and are not necessarily indicative of what the actual combined financial position and results of operations of Camden and Summit would have been as of and for the periods presented, nor does it purport to represent the future combined financial position or results of operations of Camden and Summit. Camden Property Trust Unaudited Pro Forma Condensed Combined Ba...
Combined Financial Statements. 1. Description of Transaction and Basis of Presentation On November 16, 2007, Information Services Group, Inc., a Delaware corporation (“ISG”), consummated the acquisition of TPI Advisory Services Americas, Inc., a Texas corporation (“TPI”), pursuant to a Purchase Agreement (the “Purchase Agreement”) dated April 24, 2007, as amended on September 30, 2007, by and between MCP-TPI Holdings, LLC, a Texas limited liability company (“MCP-TPI”), and ISG. The acquisition was approved by ISG’s stockholders at the special meeting held on November 13, 2007. TPI is engaged in the business of providing sourcing advisory services. At the closing of the acquisition (the “Closing”), International Consulting Acquisition Corp., a newly formed subsidiary of ISG, acquired all of the outstanding shares of capital stock of TPI. ISG paid $230 million plus warrants exercisable into 5 million shares of ISG common stock at an exercise price of $9.18 per share (collectively, the “Purchase Price”). The warrants will be exercisable at any time after the first anniversary of the Closing and will expire on the fifth anniversary of the Closing. The warrants were valued at $2.72 per warrant or an aggregate of $13.6 million based on a Black-Scholes model using an expected life of 5 years, volatility of 40.1% and a risk-free interest rate of 4.25%. In addition, ISG paid MCP-TPI in cash an amount equal to the normalized cash and cash equivalents of TPI on April 23, 2007, which the parties agreed was equal to $5 million. MCP-TPI simultaneously applied a portion of the Purchase Price to pay off TPI’s indebtedness in full. There is no working capital or other post-Closing purchase price adjustment. The cash generated by TPI between April 24, 2007 and the Closing remained in TPI for the benefit of ISG. At the special meeting held on November 13, 2007, 4,484,180 shares of ISG’s common stock were voted against the proposal relating to the acquisition and elected to convert into a pro rata portion of the trust account. In addition, as of the Closing, ISG repurchased, pursuant to its previously announced share and/or warrant repurchase program, an aggregate of 7,648,188 shares of its common stock from certain stockholders at a purchase price equal to the pro rata portion of the trust account. ISG has amended its repurchase program such that $15 million remains available for repurchases of shares and/or warrants after the Closing. At the Closing, pursuant to the subscription, non-competition and rela...
Combined Financial Statements. On or prior to the Closing Date, DAI and MAD shall have delivered to Parent the financial data as required by Section 4.19(a)(i) and (ii).
Combined Financial Statements. Forty-Five (45) days after the end of of Tenant, which shall include calculations demonstrating Tenant's compliance each of the first three quarters of the with Section 7.4 as of the end of the applicable quarter. fiscal year of Tenant ANNUAL CONSOLIDATED OR COMBINED FINANCIAL STATEMENTS of Tenant audited by a reputable certified public accounting firm, which shall Ninety (90) days after the fiscal year include calculations demonstrating Tenant's compliance with Section 7.4 as of end of Tenant the end of the fourth quarter.
Combined Financial Statements. The following is a summary of the preliminary estimated fair values of the net assets acquired (in millions): Cash and cash equivalents $ 78.6 Accounts receivable, net 170.0 Inventories, net 98.8 Prepaid expenses and other assets 16.6 Deferred tax assets 0.2 Property, plant and equipment 146.1 Right of use lease assets 15.0 Investments in associated companies 39.1 Other assets 0.7 Intangible assets 753.5 Total assets 1,318.6 Short term borrowing 8.4 Accounts payable, accrued expenses and other current liabilities 125.9 Deferred tax liabilities 154.0 Long-term lease liabilities 12.0 Other non-current liabilities 37.9 Net assets 980.4 Goodwill $ 683.7 The preliminary purchase price allocation has been completed based on limited information and the Company will not have sufficient information to make final allocations until after the valuations are completed. The final determination of the purchase price allocation is anticipated to be completed as soon as practicable. The valuations of the acquired assets and liabilities will include, but not be limited to, inventory, property, plant and equipment, customer relationships, formulations, tradenames, trademarks and brand names, other intellectual property, other intangible assets. The valuation will consist of physical appraisals, discounted cash flow analyses, and other appropriate valuation techniques to determine the fair value of the assets acquired and the liabilities assumed. The pro forma purchase price allocation is subject to further adjustment as additional information becomes available and analyses completed. The final allocation of amounts to assets acquired and liabilities assumed in the Combination could differ materially from the preliminary amounts presented in these unaudited pro forma condensed combined financial statements. A decrease in the fair value of assets acquired or an increase in the fair value of liabilities assumed from the preliminary valuations presented in these unaudited pro forma condensed combined financial statements would likely result in a dollar-for-dollar corresponding increase in the amount of goodwill that will result from the Combination. In addition, if the value of the acquired assets is higher than the preliminary indication, it may result in higher amortization and depreciation expense than is presented in these unaudited pro forma condensed combined financial statements.
Combined Financial Statements. The financing related pro forma adjustments included in the unaudited pro forma condensed combined balance sheet and statements of income are as follows:
Combined Financial Statements. Note 4 – Combination Pro forma adjustments Pro forma adjustments are necessary to reflect the financial statements of the Company and Houghton on a combined basis. The pro forma adjustments included in the unaudited pro forma condensed combined balance sheet and statements of income are as follows:
