Financial Statements of the Business. (a) On or before the date hereof, Seller shall have provided to Buyer and its accounting advisors such financial information related to the Purchased Business as Buyer has requested to enable it to determine whether Buyer is or would be required to include separate financial statements of the Purchased Business for any periods prior to Closing in the reports filed by Buyer with the SEC under the Exchange Act, or in a registration statement filed by Buyer with the SEC under the Securities Act, pursuant to Rule 3-05 of Regulation S-X. The information so provided has included or will include an internally prepared unaudited statement of revenues and direct operating expenses and a statement of acquired assets and liabilities as of and for the year ended December 31, 2006 and the nine months ended September 30, 2007 (the “Financial Information”). The Financial Information has been or will be certified by an officer of Seller that (i) the financial data reflected therein was derived from the books and records of Seller, (ii) the revenues of the Purchased Business reflected therein are presented on a basis consistent with GAAP and Seller’s standard accounting policies and procedures, and (iii) the costs reflected therein constitute the costs of Seller directly involved in and specifically identifiable to the revenue producing activity of the Purchased Business, as determined in the reasonable judgment of Seller and, as applicable, based on the allocation methodologies referenced in the notes to the Financial Information.
Financial Statements of the Business. (a) The financial models and allocated profit and loss statement of the Company relating to the conduct of the Business, at and for the periods ended May 31, 2007 and the financial models and allocated profit and loss statement of the Company relating to the conduct of the Business, for the interim period ended January 31, 2008 (collectively, the “Business Financials”) are set forth on Schedule 2.3 to the Disclosure Schedule, which models and allocated profit and loss statement were derived from accounting records that were used in the preparation or the Company’s financial statements for the periods to which they relate, which statements were prepared in accordance with GAAP applied on a basis consistent throughout the periods indicated and consistent with each other and which statements have been provided to the Acquirer. The Business Financials present fairly and accurately, in all material respects, the financial condition and operating results of the Company and its Subsidiaries with respect to the conduct of the Business as of the dates and during the periods indicated therein and as except as set forth in Schedule 2.6 the Company and its subsidiaries have conducted their business in the ordinary course.
Financial Statements of the Business. Seller has previously delivered to Buyer: (i) the unaudited balance sheets of the Seller as at December 1996, 1997 and 1998 , and (ii) the unaudited statements of operations of the Seller for the years then ended (collectively, the "Financial Statements"). The Financial Statements fairly present the financial position of the Business as at the dates thereof and its results of operations for the periods indicated.
Financial Statements of the Business. Seller has delivered to Purchaser the audited financial statements of the Business for fiscal years 1999 and 2000 (the "Financial Statements"). The balance sheet of the for fiscal year 2000 included in the Financial Statements is hereafter referred to as the "Balance Sheet." The Financial Statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis and in accordance with past practice and fairly present in all material respect the financial position of the Business as of the dates thereof and the results of its operations and cash flows for the periods then ended. Seller has also delivered to Purchaser the unaudited interim financial statements of the Business, consisting of a balance sheet as of April 30, 2000, and an income statement and statement of cash flows for the three - month period then ended (the "Interim Financial Statements"). The balance sheet of the Business as of April 30, 2000 included in the Interim Financial Statements is hereafter referred to as the "Interim Balance Sheet." The Interim Financial Statements were prepared in accordance with generally accepted accounting principles applied on a consistent basis and in accordance with past practice (except as may be indicated in the notes thereto) and fairly present in all material respects the financial position of the Business as of the date thereof and the results of its operations and cash flows for the period then ended subject to normal year-end adjustments.
Financial Statements of the Business. The unaudited profit and loss statements of the Company relating to the conduct of the Business, for the 12 month period ended December 31, 2007 ((the "Business Financials") present fairly and accurately, in all material respects, the operating results of the Company and its Subsidiaries with respect to the conduct of the Business as of the date and during the periods indicated therein.
Financial Statements of the Business. (a) The Seller has delivered to the Purchaser an unaudited balance sheet of the Business (the “Balance Sheet”) as of November 30, 2013 (the “Balance Sheet Date”) and an unaudited statement of operations and statement of cash flows of the Business for the eleven months ended on the Balance Sheet Date and a balance sheet of the Business as of December 31, 2012 and December 31, 2011 and a statement of operations and statement of cash flows of the Business for the fiscal years ended December 31, 2012 and December 31, 2011 (collectively, the “Financial Statements”), a copy of each of which is included in Schedule 3.10(a) of the Seller Disclosure Letter.
Financial Statements of the Business. (a) As soon as practicable, but in any event within ten (10) Business Days after the date of this Agreement, Seller will provide to Buyer and its accounting advisors such financial information related to the Business as Buyer reasonably requests in writing to enable it to determine whether Buyer is or would be required to include separate financial statements of the Business for any periods prior to Closing in the reports filed by Buyer with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or in a registration statement filed by Buyer with the SEC under the Securities Act of 1933, as amended (the “Securities Act”), pursuant to Rule 3-05 of Regulation S-X; provided that Seller has such financial information in its possession or is able to derive such financial information from the books and records of Seller. The information so provided will include an internally prepared unaudited statement of revenues and direct operating expenses and a statement of acquired assets and liabilities as of and for the year ended September 30, 2006 (the “Financial Information”). The Financial Information will be certified by an officer of Seller that (i) the financial data reflected therein was derived from the books and records of Seller, (ii) the revenues of the Mobility Business reflected therein are presented on a basis consistent with GAAP and Seller’s standard accounting policies and procedures, and (iii) the costs reflected therein constitute the costs of Seller directly involved in and specifically identifiable to the revenue producing activity of the Mobility Business, as determined in the reasonable judgment of Seller and, as applicable, based on the allocation methodologies referenced in the notes to the Financial Information. Seller will also provide to Buyer and its accounting advisors a written explanation of Seller’s good faith determination that the preparation of a statement of operations and balance sheet of the Mobility Business for the year ended September 30, 2006 is impracticable.
Financial Statements of the Business. (a) Attached hereto as Schedule 3.4(a)(i) are (i) an unaudited profit and loss statement for the Business for each of the fiscal years ended December 31, 2003 and 2004 and an unaudited interim profit and loss statement for the Business for the eleven-month period ended November 30, 2005 (collectively, the “Income Statements”), (ii) an unaudited balance sheet of the Business for each of the fiscal years ended December 31, 2003 and 2004 (the “Balance Sheets”) and an unaudited interim balance sheet for the Business for the eleven-month period ended November 30, 2005 (the “Interim Balance Sheet”). Except as set forth on Schedule 3.4(a)(ii), the Income Statements, the Balance Sheets and the Interim Balance Sheet have been prepared from, and are in accordance with, the accounting principles used by Seller in the normal operation of the Business and with the books and records of Seller (which books and records are complete and accurate in all material respects). Except as set forth on Schedule 3.4(a)(iii), each of the Income Statements (1) has been prepared in accordance with generally accepted accounting
Financial Statements of the Business. Section 8.1(h) titled "Financial Statements of the Business" shall be deleted in its entirety and replaced with the following:
Financial Statements of the Business. On August 13, 2007 the Buyer received from the Corporation audited financial statements for the Corporation for the period beginning January 1, 2005 through December 31, 2006, as well as reviewed financial statements for the period beginning January 1, 2007 and ending May 31, 2007. Further, at least seven (7) days prior to Closing the Seller shall deliver to the Buyer reviewed financial statements for each calendar quarter which has passed within 30 days prior to the Closing Date."
