Delivery of Audited Financial Statements. Within six (6) months of the Closing Date, Buyer may, in its sole discretion, deliver written notice to the Main Sellers (the “Audit Notice”) requiring Sellers to use their commercially reasonable efforts to cause to be prepared and delivered to Buyer audited statements of the balance sheet of the Historical Velocity Business, as of December 31, 2008 and December 31, 2007, and related audited statements of income and cash flows of the Historical Velocity Business for the fiscal years ended December 31, 2008 and December 31, 2007, together with notes thereon and the reports thereon of KPMG LLP, Sellers’ independent certified public accountants (collectively, the “Audited Financial Statements”). The Audited Financial Statements shall be prepared utilizing the same financial allocations, judgments and assumptions as are noted in the Pro Forma Financial Statements and accompanying notes and/or Schedules 5.5(b) or 5.5(c). Further, it is understood and agreed that (i) the Audited Financial Statements will be prepared in accordance with carve-out accounting guidelines as promulgated by the SEC and that are consistent with U.S. GAAP, (ii) such carve-out accounting guidelines have not been applied to the Pro Forma Financial Statements, and (iii) any differences between the Pro Forma Financial Statements and the Audited Financial Statements arising out of or related to the application of such carve-out accounting guidelines to the Audited Financial Statements and/or any modifications that would have been made to the Pro Forma Financial Statements had such carve-out accounting principles been utilized therefor (including as a result of corporate and other allocations, such as goodwill and other intangibles) shall not be the basis for any claim against any Seller by Buyer or any of its Affiliates. Buyer shall provide Sellers with all necessary and appropriate cooperation with respect to Sellers’ preparation of the Audited Financial Statements. Following Buyer’s request for preparation and audit of the Audited Financial Statements, Sellers shall (i) promptly engage independent experts to prepare and audit the Audited Financial Statements, (ii) promptly respond to requests for information from such independent experts and (iii) keep Buyer reasonably informed regarding the status of the preparation and audit the Audited Financial Statements. Buyer shall promptly reimburse Sellers for all documented third-party costs and expenses incurred by Sellers in the preparation and...
Delivery of Audited Financial Statements. As promptly as practicable after the date hereof, but in no event later than seven business days after the date hereof, the Company shall deliver to Parent an audited consolidated balance sheet (including the related notes thereto) of the Company and the Company Subsidiaries, dated as of January 31, 2001, and each of the related audited consolidated statements of income, retained earnings, shareholders' equity and cash flows of the Company and the Company Subsidiaries (including, in each case, any notes thereto) (collectively, the "Audited Financial Statements"), together with an unqualified opinion of the Company Accountants with respect to such Audited Financial Statements.
Delivery of Audited Financial Statements. The Company shall use reasonable best efforts to deliver the Audited Financial Statements to the Purchaser prior to July 31, 2011, and in any event shall cause the Audited Financial Statements to be delivered to the Purchaser prior to August 31, 2011.
Delivery of Audited Financial Statements. (a) Within three (3) business days of its receipt thereof, but in no event more than ninety (90) days after the Closing Date, the Company shall deliver to Parent the audited Balance Sheet and the audited statements of operations, stockholders’ (deficit) equity and cash flows for the years ended December 31, 2003 and 2002 and for the period from March 1992 (inception) to December 31, 2003, together with the related independent auditors report of Mxxxxx & Kleigman LLP. Notwithstanding the foregoing as it relates to the period in which such audited financial statements shall be delivered, the Company shall use its best efforts to deliver such financial statements to Parent within fifteen (15) days of the Closing Date. Such audited financial statements shall not contain results which are materially and adversely different from the results presented in the unaudited financial statements attached hereto as Schedule 2.10.
Delivery of Audited Financial Statements. GWW shall have delivered to Giga the GWW 2020 Audited Financial Statements.
Delivery of Audited Financial Statements. The Company shall deliver to Parent the audited consolidated balance sheet of the Company and its Subsidiaries as of March 30, 2014 and the related audited consolidated statements of operations, stockholder’s equity and cash flows for the fiscal year then ended (collectively, the “Audited Financial Statements”), together with an unqualified audit opinion with respect thereto by Xxxx Xxxxx LLP (the “Audit Opinion”) by 5:00 p.m. (Pacific time) on June 30, 2014.
Delivery of Audited Financial Statements. As soon as practicable, but in no event later than 10 Business Days Before the first Closing, Parent shall deliver to Purchaser audited combined financial statements of the Target Companies as at December 31, 2010, 2011 and 2012 and related statements of income, stockholders' equity and cash flows for fiscal years then ended of the Target Companies, prepared in accordance with GAAP to the extent required pursuant to Rule 3-05 of Regulation S-X, (the “Historical Financial Statements”) and such other financial statements as may be required in order for Purchaser to meet its regulatory external financial reporting obligations SC1:3335029.3 under United States securities Laws. All costs and expenses associated with the audit and preparation of the Historical Financial Statements, the audit report and any comfort letters in connection therewith, shall be borne equally by Parent, on the one hand, and Purchaser, on the other hand. Purchaser and its Affiliates shall cooperate with Parent and take all such actions as Parent or its auditor may reasonably request in connection with the preparation of the Historical Financial Statements.
Delivery of Audited Financial Statements. Prior to Closing, the Sellers shall deliver to the Purchaser copies of Faster’s consolidated audited Financial Statements which shall include the balance sheets as of December 31, 2017 and December 31, 2016 and the related statements of income and comprehensive income, stockholders’ equity and cash flow for the years ended, December 31, 2017, 2016 and 2015, and all required notes to the consolidated financial statements, which Financial Statements shall be (a) prepared in accordance with the IAS-IFRS, and (b) audited in accordance with U.S. Generally Accepted Auditing Standards (“US GAAS”), it being understood and acknowledged that the Financial Statements shall be either prepared in or translated to the English language, and if the Financial Statements are translated to the English language, such translation must be a fair and accurate translation; provided, further, (x) the fact that such financial statements are prepared in accordance with the IAS-IFRS must be explicitly stated in the notes to the financial statements, and (y) the auditor’s report, which will be provided along with the related English language financial statements, explicitly state that the audits were conducted in accordance with U.S. GAAS and must include an opinion on whether the financial statements comply with IAS-IFRS and such opinion shall not provide (A) any statement relevant to the disclaimer of an opinion, scope qualification or impossibility to issue an opinion (impossibilità di esprimere un giudizio); or (B) an opinion with modifications or remarks (giudizio con rilievi) or (C) an adverse or negative opinion (giudizio negativo).
Delivery of Audited Financial Statements. The audited annual combined financial statements of the Companies, in form and substance reasonably satisfactory to the Buyer, including audited balance sheets, statements of operations, and cash flow statements for such Companies, as described therein, accompanied by the related audit reports thereon of such Companies’ independent auditors:
Delivery of Audited Financial Statements. Upon delivery of notice by BRCB that BRCB desires to exercise the Purchase Right under the Franchise Agreement, Franchisee shall promptly deliver audited financial statements of Franchisee and any affiliates specified by BRCB. Such audited financial statements shall be prepared either by (a) an accounting firm mutually reasonably agreeable to BRCB and Franchisee or (b) if BRCB and Franchisee are unable to agree on such firm, the Phoenix, Arizona office of a national accounting firm selected by BRCB in its reasonable discretion. The fees and costs of the audit shall be paid by Franchisee. For the avoidance of doubt, the foregoing rights of BRCB and obligations of Franchisee shall not be a one time right or obligation, as applicable, and shall not be affected by BRCB’s failure to consummate the transactions contemplated by the Purchase Right for any reason.
