Closing Financial Statement Sample Clauses

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Closing Financial Statement. At Closing, the Stockholders shall deliver to BRI the balance sheet and related statements of operations and statements of cash flows with respect to the Management Company for the one month period that ended immediately preceding the month in which the Closing occurs, certified by the Management Company&WP1-9;s chief financial officer (the "Closing Financial Statement").
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Closing Financial Statement. VCB and the Bank shall deliver to Bancorp as soon as available, but not less than five days prior to the Effective Date, the financial statements of VCB and the Bank as of the end of the calendar month immediately preceding the Effective Date (the "Closing Financial Statement") if the Effective Date is on or after the 15th day of the month in which the Effective Date occurs, and as of the end of the second calendar month immediately preceding the Effective Date if the Effective Date is prior to the 15th day of the month in which the Effective Date occurs. The Closing Financial Statement shall contain a balance sheet, statement of income, and statement of changes in stockholders equity substantially in the form set forth in the quarterly financial statement of VCB and the Bank for the period ended December 31, 1997. At the time of its delivery, the Closing Financial Statement shall be in accordance with the books and records of VCB and the Bank, present fairly the financial position and results of operations of VCB and the Bank, be prepared in accordance with generally accepted accounting principles applied on a consistent basis, and be certified to such effect by the President of VCB and the Bank. The person executing the Certificate shall not be individually liable for any error in the Closing Financial Statement except for actual fraud. As soon as practicable thereafter, Bancorp's accountants shall review the Closing Financial Statement.
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Closing Financial Statement. At least four business days prior to the Closing, Company shall provide Parent with Company’s consolidated financial statements presenting the financial condition of Company and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time and their results of operations for the period January 1, 2008 through the close of business on the last day of the last month ended prior to the Effective Time (the “Closing Financial Statements”); provided, however, that if the Effective Time occurs on or before the tenth Business Day of the month, Company shall have provided financial statements as of and through the second month preceding the Effective Time (the date that such Closing Financial Statements are prepared as of shall sometimes be referred to herein as the “Determination Date”). Such financial statements shall have been prepared in all material respects in accordance with GAAP and regulatory accounting principles and other applicable legal and accounting requirements, and reflect all period-end accruals and other adjustments. The Closing Financial Statements shall be accompanied by a certificate of Company’s Chief Executive Officer and Chief Financial Officer, dated as of the Effective Time, to the foregoing effect and to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Company.
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Closing Financial Statement. Shareholders agree to prepare a Proposed Financial Statement ("PFS") of VCI and cause it be examined and audited by the accounting firm specified in Exhibit 6.2, Certified Public Accountant for VCI (VCI's CPA) as of the close of business on August 31, 1995 ("Net Worth Date") for the period from November 1, 1994 through August 31, 1995, to be prepared in accordance with generally accepted accounting principles consistently applied with those used in preparation of the Financial Statements for the year ended October 31, 1994, (referred to herein as the "Current Financial Statement") except as otherwise set forth herein. The PFS will properly reflect accruals for vacation pay and work in process and will not reflect extraordinary gains from the sale of wire and cable. The value reflected for inventory on the PFS shall be based on physical counts as of the Net Worth Date on a first-in, first-out basis and shall be consistent with the inventory provisions of paragraph 3.1(k) herein, provided however that any inventory 40 items included in the October 31, 1993 Financial Statements shall be excluded from the PFS. The value reflected for accounts receivable on the PFS shall be determined net of the allowance for estimated uncollectible accounts established with respect thereto, the amount of said allowance to be determined in a manner consistent with the principles and practices used in establishing such allowance on the Current Financial Statement. VCI shall cause said PFS to be audited by VCI's CPA and shall cause it to be delivered to Buyer with the report of VCI's CPA to the effect that said Statement has been prepared in a manner consistent with the provisions of this Agreement. At Acquisi- tion's request, Acquisition's CPA, shall be entitled to observe the taking of physical inventories and other audit procedures employed by VCI's CPA in examining and auditing the PFS. Imme- diately following receipt of the report from VCI's CPA, VCI shall furnish to Acquisition a copy of the PFS and shall make available to Acquisition's accountants the working papers and schedules and source materials used by VCI and by VCI's CPA in preparing and reviewing the PFS and in connection with the preparation and/or audit of the financial statement referred to hereinabove. If, within fifteen (15) business days after the date on which the report of VCI's CPA is delivered to Acquisition, VCI shall not have received written notice from the Acquisition stating in detail the respects i...
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Closing Financial Statement. Within 90 day of the Closing Date, Seller shall deliver to Buyer a balance sheet dated as of the end of the month immediately preceding the Closing Date and related statements of income for the period beginning on January 1, 2012 and ending on the last day of the month immediately preceding the Closing Date (the "Closing Financial Statements") which shall be prepared on an accrual basis consistently applied to fairly present the financial condition, assets and liabilities of the Seller as of such date. In addition, within 90 days of the Closing Date, Seller will deliver to Buyer a copy of its filed 2009, 2010 and 2011 Federal Income Tax Returns.
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Closing Financial Statement. The Closing Financial Statement as described in Section 5.1(b); and
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Closing Financial Statement. At the Closing, the Company shall deliver to Parent an unaudited balance sheet of the Company, as of the Closing, which shall be prepared in accordance with GAAP (except that the Closing Date Balance Sheet will not be required to include footnotes) using the same accounting methods, standards, policies, practices and estimation methodologies used to prepare the Financial Statements (the “Closing Date Balance Sheet”), and, based on the Closing Date Balance Sheet, a statement, in form and substance satisfactory to Parent, setting forth the Company’s calculation of the Closing Net Working Capital Amount, the Closing Net Working Capital Deficit (if any), the Company Debt, the Transaction Expenses, the Aggregate Vested Exercise Price and, based on such amounts, the Aggregate Merger Consideration (the “Closing Financial Statement”), which shall be certified in writing as complete and accurate by the Chief Executive Officer and the Chief Financial Officer of the Company. The Closing Financial Statement shall be based on the Closing Date Balance Sheet and shall fairly and accurately present the Closing Net Working Capital Amount, the Closing Net Working Capital Deficit (if any), the Company Debt, the Transaction Expenses and the Aggregate Vested Exercise Price. The Company shall prepare in good faith and deliver to Parent an estimated Closing Date Balance Sheet and an estimated Closing Financial Statement at least three (3) business days prior to the Closing Date.
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Closing Financial Statement. (a) That, as soon as practicable, and no later than July 16, 2001, CRISTALERIAS and Crowpla shall deliver to the audit firm PricewaterhouseCoopers (the "Auditors") the balance sheet and the financial statements of Crowpla as of the closing of business on June 30, 2001 (hereinafter the "Ad Interim Financial Statements"), to have them submitted to a complete audit. (b) Said review and audit shall be conducted in accordance with Chilean GAAP in order for said Auditors to deliver their opinion as to whether the Ad Interim Financial Statements of Crowpla clearly present the financial position of Crowpla as of the indicated date, in accordance with Chilean GAAP and, particularly, with respect to: (i) the excess of Net Working Capital or VECT (PW); (ii) the debt subject to interest irrespective of its origin or denomination or DF (PW); (iii) the determination of DIF (C); and (iv) that there is no shortage of fixed assets, all that in accordance with the accounting registries of Crowpla as of the Date of the Closing, and without taking into consideration the impact that the transactions carried out in accordance with this Agreement may have on such accounting registries. Said audited balance sheet and financial statement, accompanied by the Report of the Auditors referred to in letter (d) below, shall be referred to as the "Financial Statements of the Closing".
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Related to Closing Financial Statement

  • Closing Financial Statements At least eight Business Days prior to the Effective Time of the Merger, Malvern shall provide First Bank with ▇▇▇▇▇▇▇’s consolidated financial statements presenting the financial condition of Malvern and its Subsidiaries as of the close of business on the last day of the last month ended prior to the Effective Time of the Merger and Malvern’s consolidated results of operations for the period from January 1, 2022 through the close of business on the last day of the last month ended prior to the Effective Time of the Merger (the “Closing Financial Statements”); provided, that if the Effective Time of the Merger occurs on or before the 15th Business Day of the month, ▇▇▇▇▇▇▇ shall have provided consolidated financial statements as of and through the second month preceding the Effective Time of the Merger. Such financial statements shall be accompanied by a certificate of ▇▇▇▇▇▇▇’s chief financial officer, dated as of the date of delivery, to the effect that such financial statements continue to reflect accurately, as of the date of the certificate, the financial condition of Malvern in all material respects. Such financial statements shall have been prepared in all material respects in accordance with GAAP, and reflect all period-end accruals and other adjustments. Such Closing Financial Statements shall also reflect as of their date (a) accruals for (i) all fees and expenses of all attorneys, accountants, investment bankers and other advisors and agents for Malvern for services rendered in connection with the transactions contemplated by this Agreement, (ii) any employee severance, retention or change-in-control payments or expenses consistent with the terms of this Agreement, (iii) any payment made or expense accrued for the purchase of a directors’ and officers’ liability insurance policy pursuant to this Agreement, (iv) other third-party costs, fees and expenses incurred or accrued by Malvern in connection with the transactions contemplated by this Agreement, and in each case, paid by ▇▇▇▇▇▇▇ or payable by Malvern prior to the Effective Time, (v) losses incurred or accrued by ▇▇▇▇▇▇▇ relating to the loans listed in Section 8.2(f)(1) of Malvern’s Disclosure Memorandum, (vi) costs, fees expenses, or any other amounts or payments, incurred or accrued by Malvern in connection with the matter set forth in Section 8.2(f)(2) of Malvern’s Disclosure Memorandum, (vii) changes in accumulated other comprehensive income from September 30, 2022 through the Closing Date, and (viii) changes to changes to GAAP or regulatory accounting requirements, including GAAP shareholders’ equity as a result of the initial adoption of the Current Expected Credit Losses (CECL) Methodology and (b) the shareholders’ equity referenced in Section 8.2(f).

  • Audited Financial Statements The Audited Financial Statements (i) were prepared in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; (ii) fairly present the financial condition of the Borrower and its Subsidiaries as of the date thereof and their results of operations, cash flows and changes in shareholder’s equity for the period covered thereby in accordance with GAAP consistently applied throughout the period covered thereby, except as otherwise expressly noted therein; and (iii) show all material indebtedness and other liabilities, direct or contingent, of the Borrower and its Subsidiaries as of the date thereof, including liabilities for taxes, material commitments and Indebtedness.

  • Parent Financial Statements Parent has provided the Sellers receiving a Note Participation the following financial statements (collectively the “Parent Financial Statements”): (a) audited consolidated and unaudited consolidated and consolidating balance sheets and statements of income, changes in stockholders’ equity, and cash flow as of and for the fiscal years ended December 31, 2007, 2008, 2009 and 2010 for Parent; (b) unaudited consolidated and consolidating balance sheets and statements of income, changes in stockholders’ equity and cash flow as of and for the final year ended December 31, 2011 (the “Most Recent Parent Year End”) for Parent; and (c) unaudited consolidated and consolidating balance sheets and statements of income, changes in stockholders’ equity, and cash flow (the “Parent Interim Financial Statements”) as of and for the one month ended January 31, 2012 (the “Parent Balance Sheet Date”) for the Parent. (d) Except as set forth on Schedule 2.5, the Parent Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby, present fairly the financial condition of Parent as of such dates and the results of operations of Parent for such periods, are correct and complete, and are consistent with the books and records of the Parent; provided, however, that the unaudited statements for the Most Recent Parent Year End and the Parent Interim Financial Statements are subject to normal year-end adjustments (which will not be material individually or in the aggregate) and lack footnotes and other presentation items. Since December 31, 2011 and except as set forth on Schedule 2.5, Parent has not effected any change in any method of accounting or accounting practice, except for any such change required because of a concurrent change in GAAP or to conform a Subsidiary’s accounting policies and practices to Parent’s. Parent has no liabilities, contingent or otherwise, or forward or long-term Commitments that are not disclosed in the Parent Financial Statements or in the notes thereto, and except as disclosed therein, there are no unrealized or anticipated losses from any Commitments of Parent which may reasonably be expected to cause a Material Adverse Change.

  • Additional Financial Statements Seller shall promptly furnish to Buyer a copy of all Financial Statements for each additional month-end period beyond the Balance Sheet Date as soon as same is regularly prepared by Seller in the Ordinary Course of Business. All such additional Financial Statements shall be subject to the same representations and warranties as contained in Section 3.23

  • Subsequent Financial Statements The Company shall consult with Parent prior to making publicly available its financial results for any period after the date of this Agreement and prior to filing any Company SEC Documents after the date of this Agreement, it being understood that Parent shall have no liability by reason of such consultation.