Financial Information of the Business Sample Clauses

Financial Information of the Business. The Gilat Parties shall timely prepare, or shall cause to be timely prepared, as promptly as practicable, and cause to be delivered to Purchaser a balance sheet, income statement and such other financial statements for the Business to the extent and in the form and manner required by the applicable federal securities laws to be filed with the SEC or otherwise disclosed in the Proxy Statement, the Gilat Registration Statement or the Offer Documents, as the case may be, in order to consummate the Sale and the other transactions contemplated hereby.
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Financial Information of the Business. Section 4.6 of the Seller Disclosure Schedule sets forth: (a) the gross revenue and cost of goods sold of the Business for each of Seller’s fiscal year ended December 31, 2011 and the four (4) quarters of the fiscal year ended December 31, 2012; (b) the book value of each category of the Transferred Tangible Property as to each category set forth in Section 2.1 as of December 31, 2012; (c) the value of the Inventory as of December 31, 2012; and (d) the backlog of the Business as of December 31, 2012, as reflected in purchase orders binding on Seller and its Subsidiaries and not cancelled prior to the date hereof. The amount of each of gross revenue, costs of goods sold and book value as set forth in Section 4.6 of the Seller Disclosure Schedule have been derived from Seller’s consolidated financial statements as of the relevant periods, which were prepared in accordance with GAAP.
Sample 1
Financial Information of the Business. (a) Seller has made available to Buyer (i) the unaudited pro forma statement of net assets and liabilities of the Business as at June 30, 2012, (ii) the unaudited pro forma consolidated statements of income of the Business for the six months ended June 30, 2012 and (iii) the December Financials (collectively, the “Financial Information”), in each case prepared in accordance with GAAP as set forth in Schedule 3.04(a). The Financial Information (other than the December Financials) was prepared based on Seller’s normal quarter-end closing procedures, which are quarter-end closing procedures are consistent in all material respects with normal year-end closing procedures, other than preparation of footnotes and the December Financials were prepared based on Seller’s normal year-end closing procedures. The Financial Information (i) was prepared in accordance with GAAP from the books and records of Seller and the Business and (ii) fairly presents, in all material respects, the financial condition and results of operations of the Business at their respective dates and for the periods covered by such statements, except as otherwise indicated in the Financial Information. Notwithstanding any reference in the Financial Information to the inclusion of certain assets to be sold and liabilities to be transferred, the only assets to be sold are the Purchased Assets and the Shares and the only the liabilities to be assumed by Buyer are the Assumed Liabilities.
Sample 1

Related to Financial Information of the Business

  • Other Business and Financial Information The Borrower will deliver to each Lender:

  • Access to Financial Information Buyer’s representatives shall have access to, and Seller and its Affiliates shall cooperate with Buyer and furnish upon request, all financial and other information relating to the Hotel’s operations to the extent necessary to enable Buyer’s representatives to prepare audited financial statements in conformity with Regulation S-X of the Securities and Exchange Commission (the “SEC”) and other applicable rules and regulations of the SEC and to enable them to prepare a registration statement, report or disclosure statement for filing with the SEC on behalf of Buyer or its Affiliates, whether before or after Closing and regardless of whether such information is included in the Records to be transferred to Buyer hereunder. Seller shall also provide to Buyer’s representative a signed representation letter in form and substance reasonably acceptable to Seller sufficient to enable an independent public accountant to render an opinion on the financial statements related to the Hotel. Buyer will reimburse Seller for costs reasonably incurred by Seller to comply with the requirements of the preceding sentence to the extent that Seller is required to incur costs not in the ordinary course of business for third parties to provide such representation letters. The provisions of this Section shall survive Closing or termination of this Contract.

  • Certain Financial Information Within twenty-five (25) Business Days after the end of each month between the date hereof and the earlier of the Closing Date and the date on which this Agreement is terminated, the Company shall deliver to Parent unaudited consolidated financial information for such month and management commentary on the business performance during such month.

  • Financial Information, etc The Administrative Agent shall have received:

  • Basic Financial Information The Company will furnish the following reports to each Holder:

  • Interim Financial Information The Company shall supply the ----------------------------- Parent with a copy of its internal unaudited monthly financial statements within thirty (30) days after the end of each month.

  • Other Financial Information Budgets, sales projections, operating plans and other financial information reasonably requested by Bank.

  • Financial Information Upon written request the Company agrees to send or make available the following reports to the Buyer until the Buyer transfers, assigns, or sells all of the Securities: (i) within ten (10) days after the filing with the SEC, a copy of its Annual Report on Form 10-K its Quarterly Reports on Form 10-Q and any Current Reports on Form 8-K; (ii) within one (1) day after release, copies of all press releases issued by the Company or any of its Subsidiaries; and (iii) contemporaneously with the making available or giving to the shareholders of the Company, copies of any notices or other information the Company makes available or gives to such shareholders.

  • Financial Information; Books and Records (a) The Seller SEC Documents include (i) the audited consolidated balance sheet of the Seller for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, and shareholders’ equity and comprehensive income of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”). The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies.

  • FINANCIAL INFORMATION AND NOTICES Until all the Obligations have been finally and indefeasibly paid and satisfied in full and the Commitments terminated, unless consent has been obtained in the manner set forth in Section 12.9 hereof, the Borrower will furnish or cause to be furnished to the Administrative Agent and each Lender at its address set forth in Schedule 1, or such other office as may be designated by the Agent or the applicable Lender from time to time:

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