FINANCIAL STATEMENTS AND CERTIFICATE Clause Samples

FINANCIAL STATEMENTS AND CERTIFICATE. As soon as possible but in no event later than March 29, 2002, Seller will at its own expense cooperate with Ernst & Young LLP (the "Selected CPA"), who shall be engaged by Buyer to prepare in conformity with GAAP and to deliver to Buyer audited balance sheets of SB Forums as at December 31, 2001, and related statements of income and retained earnings and changes in financial position for the twelve-month period ended on that date, together with a report thereon by the Selected CPA, all of which shall be in form and substance satisfactory to Buyer. Seller will deliver to Buyer at the time of the delivery to Buyer of such financial statements a certificate executed by the Seller in which the Seller shall represent and warrant to Buyer that the financial statements and information provided by Seller to Buyer and/or Selected CPA with respect to the operations of SB Forums prior to the Closing Date: (a) are complete and correct and present fairly and accurately the financial positions of SB Forums as of the Closing Date, and the results of operations of SB Forums for the five-month period ended on that date in conformity with GAAP; (b) no uncollectible accounts receivable are reflected on said financial statements without provision for an adequate reserve for uncollectible amounts; (c) as at the Closing Date, there was no material liability that should properly be reflected or reserved against in a financial statement prepared in conformity with GAAP which is not fully reflected or reserved against in said financial statements; (d) there are no matters of material importance relating to the condition (financial or otherwise), operations (present or prospective), business (present or prospective), property, assets or liabilities of SB Forums as of the Closing Date which have not been appropriately reflected or reserved against in said financial statements; (e) SB Forums has good and marketable title to all of its properties and assets as of the Closing Date, including those reflected in said financial statements (except as sold or otherwise disposed of in the ordinary course of business since the date of said financial statements), subject to no mortgage, pledge, conditional sales contract, lien or other encumbrance, except the lien of current taxes not yet due and payable; (f) the provisions for taxes due by SB Forums in said financial statements are sufficient for all unpaid Taxes, whether or not disputed or due, in respect of their businesses and operations ...
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FINANCIAL STATEMENTS AND CERTIFICATE. The parties contemplate that as soon as possible following the Closing Date, but in no event later than October 31, 1998, Selling Parent shall prepare in conformity with generally accepted accounting principles consistently applied and deliver to Purchaser financial statements (including balance sheet, income statement, and statement of cash flows) for the Selling Sub and for the period before formation of the Selling Sub, Selling Parent's division engaged in the Business, for the calendar years ended December 31, 1996 (to the extent requested by Purchaser) and December 31, 1997, and for the interim six month period ended June 30, 1998, together with a report by the Selected CPA, all of which must be in form and substance satisfactory to Purchaser. The financial statements for the calendar year periods must be audited by independent certified public accountants satisfactory to Purchaser (the "Selected CPA"). Selling Parent shall deliver to Purchaser with the financial statements a certificate executed by Selling Parent representing and warranting to Purchaser that the financial statements are complete and correct and presented fairly and accurately in conformity with generally accepted accounting principles, consistently applied. Selling Parent consents to Purchaser filing the financial statements with the SEC in connection with an offering of its securities and for other purposes and shall sign any separate form required to evidence its consent.
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FINANCIAL STATEMENTS AND CERTIFICATE. Target, Sellers and Technology Sellers will cause Amper, Politiziner & ▇▇▇▇▇▇, certified public accountants, to prepare in conformity with generally accepted accounting principles consistently applied, audited balance sheets of each Target and its subsidiaries, if any, and related consolidated and consolidating statements of income, change in stockholders' equity and cash flows as of the dates and for the periods set forth on Exhibit ▇. ▇▇▇▇▇▇▇, Technology Sellers and each Target will cause such financial statements to be prepared and delivered to Buyer within 60 days after the Closing.
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FINANCIAL STATEMENTS AND CERTIFICATE. The Seller has prepared and delivered to Buyer (i) unaudited statements of income, on a combined basis, of the Business and the other businesses operated by Seller (the "BCR Business") for the quarters ending September 30, 2000, December 31, 2000, March 31, 2001 and June 30, 2001 and (ii)
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Related to FINANCIAL STATEMENTS AND CERTIFICATE

  • Financial Statements, etc The financial statements, including the notes thereto and supporting schedules included in the Registration Statement, the Pricing Disclosure Package and the Prospectus, fairly present the financial position and the results of operations of the Company at the dates and for the periods to which they apply; and such financial statements have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”), consistently applied throughout the periods involved (provided that unaudited interim financial statements are subject to year-end audit adjustments that are not expected to be material in the aggregate and do not contain all footnotes required by GAAP); and the supporting schedules included in the Registration Statement present fairly the information required to be stated therein. Except as included therein, no historical or pro forma financial statements are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus under the Securities Act or the Securities Act Regulations. The pro forma and pro forma as adjusted financial information and the related notes, if any, included in the Registration Statement, the Pricing Disclosure Package and the Prospectus have been properly compiled and prepared in accordance with the applicable requirements of the Securities Act and the Securities Act Regulations and present fairly the information shown therein, and the assumptions used in the preparation thereof are reasonable and the adjustments used therein are appropriate to give effect to the transactions and circumstances referred to therein. All disclosures contained in the Registration Statement, the Pricing Disclosure Package or the Prospectus regarding “non-GAAP financial measures” (as such term is defined by the rules and regulations of the Commission), if any, comply with Regulation G of the Exchange Act and Item 10 of Regulation S-K of the Securities Act, to the extent applicable. Each of the Registration Statement, the Pricing Disclosure Package and the Prospectus discloses all material off-balance sheet transactions, arrangements, obligations (including contingent obligations), and other relationships of the Company with unconsolidated entities or other persons that may have a material current or future effect on the Company’s financial condition, changes in financial condition, results of operations, liquidity, capital expenditures, capital resources, or significant components of revenues or expenses. Except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus, (a) neither the Company nor any of its direct and indirect subsidiaries, including each entity disclosed or described in the Registration Statement, the Pricing Disclosure Package and the Prospectus as being a subsidiary of the Company (each, a “Subsidiary” and, collectively, the “Subsidiaries”), has incurred any material liabilities or obligations, direct or contingent, or entered into any material transactions other than in the ordinary course of business, (b) the Company has not declared or paid any dividends or made any distribution of any kind with respect to its capital stock, (c) there has not been any change in the capital stock of the Company or any of its Subsidiaries, or, other than in the course of business, any grants under any stock compensation plan, and (d) there has not been any material adverse change in the Company’s long-term or short-term debt.

  • Financial Statements, Reports, Certificates Until such time as Borrower shall have become a publicly reporting company under the Exchange Act, Borrower shall deliver to Agent and each of the Major Lenders (and any other Lender upon such Lender’s written request to Borrower): (a) as soon as available, but in any event within thirty (30) days after the end of each month, a company prepared balance sheet, income statement and cash flow statement covering Borrower’s operations during such period, certified by Borrower’s president, controller or chief financial officer (each, a “Responsible Officer”); (b) as soon as available, but in any event within one hundred eighty (180) days after the end of Borrower’s fiscal year commencing with Borrowers’ fiscal year 2010, audited financial statements of Borrower prepared in accordance with GAAP, together with an unqualified opinion (other than a qualification for a going concern) on such financial statements of a nationally recognized or other independent public accounting firm reasonably acceptable to Agent; (c) as soon as available, but in any event within ninety (90) days after the end of Borrower’s fiscal year or the date of Borrower’s board of directors’ adoption, Borrower’s operating budget and plan for the next fiscal year and (d) such other financial information as the Lenders may reasonably request from time to time. In addition, Borrower shall deliver to Agent and each of the Major Lenders (and any other Lender upon such Lender’s written request to Borrower): (i) promptly upon becoming available, copies of all statements, reports and notices sent or made available generally by Borrower to its security holders; and (ii) immediately upon receipt of notice thereof, a report of any material legal actions pending or threatened against Borrower or the commencement of any action, proceeding or governmental investigation involving Borrower is commenced that is reasonably expected to result in damages or costs to Borrower of Two Hundred Fifty Thousand Dollars ($250,000).

  • Financial Statement If Lessor desires to finance, refinance, or sell the Premises or the Building, or any part thereof, Lessee and all Guarantors shall deliver to any potential lender or purchaser designated by Lessor such financial statements of Lessee and such Guarantors as may be reasonably required by such lender or purchaser, including but not limited to Lessee's financial statements for the past three (3) years. All such financial statements shall be received by Lessor and such lender or purchaser in confidence and shall be used only for the purposes herein set forth.

  • Financial Statements (a) The Company has delivered to the Purchaser or its Representatives the following financial statements (collectively, the "Company Financial Statements"): (a) the audited balance sheets of the Company as of December 31, 2003 and December 31, 2002 and the related audited statements of income and cash flows for the years ended December 31, 2003 and December 31, 2002; and (b) the unaudited consolidated balance sheet (the "Company Unaudited Balance Sheet") of the Company as of December 31, 2004 (the "Balance Sheet Date") and the related unaudited statement of income and cash flows for the period then ended. The Company Financial Statements are accurate and complete in all material respects, have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods covered except as noted therein and present fairly in all material respects the financial position of the Company as of the respective dates thereof and the results of operations and cash flows of the Company for the periods covered thereby; provided, that, the unaudited financial statements are subject to year-end audit adjustments (which will not be material either individually or in the aggregate) and do not contain all footnotes required under generally accepted accounting principles. (b) The Company maintains a system of internal accounting controls sufficient to provide reasonable assurance that: transactions are recorded as necessary to permit preparation of financial statements in conformity with generally accepted accounting principles and to maintain asset accountability. The Company has delivered to Purchaser or its Representatives accurate and complete copies of, all written descriptions of, and all policies, manuals and other documents promulgating, any internal accounting controls which have been adopted and implemented by the Company and are presently in effect. The Company has not entered into any securitization transactions and "off-balance sheet arrangements" (as defined in Item 303(c) of Regulation S-K under the Exchange Act) since September 1, 2001.

  • Financial Statements and Projections Except for the Projections, all Financial Statements concerning Borrowers and their respective Subsidiaries that are referred to below have been prepared in accordance with GAAP consistently applied throughout the periods covered (except as disclosed therein and except, with respect to unaudited Financial Statements, for the absence of footnotes and normal year-end audit adjustments) and present fairly in all material respects the financial position of the Persons covered thereby as at the dates thereof and the results of their operations and cash flows for the periods then ended.