Financial Statements and Financial Data Sample Clauses

The 'Financial Statements and Financial Data' clause requires a party to provide accurate and up-to-date financial information, such as balance sheets, income statements, or other relevant financial records. This clause typically applies to situations where one party needs to assess the financial health or stability of the other, for example during due diligence in mergers, acquisitions, or loan agreements. Its core function is to ensure transparency and allow the receiving party to make informed decisions based on reliable financial data, thereby reducing the risk of misrepresentation or financial uncertainty.
Financial Statements and Financial Data. (a) The following financial statements of the ▇▇▇▇▇▇ Entities (collectively, the “Financial Statements”) have been made available to Subversive: (i) the audited consolidated balance sheets of the ▇▇▇▇▇▇ Entities as of December 31, 2018 and 2019 and the related audited statements of operations, changes in stockholders’ equity and cash flows for each of the years then ended; and (ii) the audited consolidated balance sheet of the ▇▇▇▇▇▇ Entities as of September 30, 2020 (the “Balance Sheet”), and the related audited statements of operations, changes in shareholders’ equity and cash flows for the nine (9) month period then ended. (b) The Financial Statements (including the notes thereto) (i) have been prepared in accordance with IFRS consistently applied throughout the periods covered thereby, (ii) present fairly the assets, liabilities and financial condition of the ▇▇▇▇▇▇ Entities as of such dates and the results of operations and cash flows of ▇▇▇▇▇▇ Entities for such periods, and (iii) are correct and complete in all material respects, and are consistent with the books and records of the ▇▇▇▇▇▇ Entities (which books and records are correct and complete in all material respects). Since the Reference Date, there has been no change in any accounting principles, policies, methods or practices, including any change with respect to reserves (whether for bad debt, contingent liabilities or otherwise) of the ▇▇▇▇▇▇ Entities. (c) The inventory of the ▇▇▇▇▇▇ Entities merchantable and fit for the purpose for which it was procured or manufactured, and is not slow-moving, obsolete, damaged, or defective, subject to the reserve for inventory write-down set forth on the Balance Sheet as adjusted for the passage of time through the Closing Date in accordance with the past custom and practice of the ▇▇▇▇▇▇ Entities or as would not be expected to have a Material Adverse Effect. All notes and accounts receivable of the ▇▇▇▇▇▇ Entities are reflected properly on their books and records and are valid receivables subject to no setoffs or counterclaims. The accounts payable and accruals of the ▇▇▇▇▇▇ Entities have arisen in bona fide arm’s- length transactions in the ordinary course of business, and each ▇▇▇▇▇▇ Entity has been paying its accounts payable in the Ordinary Course.
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Financial Statements and Financial Data. (a) Attached as Exhibit A are copies of the following financial statements of the Business (collectively, the “Financial Statements”): (i) the unaudited balance sheets of the Business as of December 31, 2011 and 2012 and the related statements of operations for each of the years then ended (the “Annual Financial Statements”); and (ii) the unaudited balance sheet of the Business as of December 31, 2013 (the “Balance Sheet”), and the related unaudited statements of operations for the year then ended (the “2013 Financial Statements”). The Financial Statements (i) have been prepared in accordance with the accounting principles, procedures and methodologies set forth on Schedule 3.6(a) attached hereto (the “Agreed Accounting Principles”), (ii) present fairly, in all material respects, the assets, liabilities and financial condition of the Business as of such dates and the results of operations of the Business for such periods, and are consistent with the books and records of the Company for the applicable periods (which books and records are correct and complete in all material respects). (b) All notes and accounts receivable of the Company are reflected properly on its books and records, are valid receivables subject to no setoffs or counterclaims, and are current and, to the Knowledge of the Company, collectible subject to the reserve for bad debts set forth on the Balance Sheet. The accounts payable and accruals of the Company have arisen in bona fide arm’s-length transactions in the ordinary course of business, and the Company has been paying its accounts payable as and when due.
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Financial Statements and Financial Data. (a) Schedule 3.7(a) contains the true, correct and complete unaudited consolidated balance sheets and statements of income of the Park Companies as of, and for the annual periods ended, December 31, 2004, 2005 and 2006 and for the nine (9) month period ended September 30, 2007 (the “Financial Statements”). Each of the Financial Statements is consistent with the books and records of the Park Companies (which, in turn, accurately and fairly reflect in all respects all the transactions of, acquisitions and dispositions of assets by, and incurrence of liabilities by the Park Companies), do not include or omit to state any material fact which would render them misleading, and fairly and accurately presents the financial condition, assets and liabilities as of the respective dates and the results of operations, retained earnings, cash flows and changes in financial position of the Park Companies as of the dates thereof and for the periods covered thereby, and has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby. Other than the Park Companies, there are no other entities or individuals that should be consolidated in the Financial Statements in order to fully reflect the operations and financial performance of the Business. (b) Schedule 3.7(b) contains a true, correct and complete list of all fixed assets used in connection with the operation of the Business as of October 31, 2007, including the value at which each such item is currently carried on the Park Companies’ books. (c) Schedule 3.7(c) contains a true, correct and complete list of all inventory related to the operation of the Business as of October 31, 2007, including the original purchase price thereof and the value at which each such item is currently carried on the Park Companies’ books. The inventory reflected in the Estimated Net Working Capital Schedule is of good, useable and merchantable quality in all material respects and is saleable in the ordinary course of business except to the extent written down or reserved against in the Estimated Net Working Capital Schedule. (d) Schedule 3.7(d) contains a list of all accounts receivable of the Park Companies as of October 31, 2007. Such accounts receivable: (i) arose from bona fide transactions in the ordinary course of business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, (iii) are not subject ...
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Financial Statements and Financial Data. Section 4.5 of the Disclosure Schedules contains the following financial statements:
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Financial Statements and Financial Data. (a) Attached as Section 2.6(a) of the Disclosure Schedule are copies of the following financial statements of Seller (collectively, the “Financial Statements”): (i) the unaudited balance sheet of Seller as of August 31, 2022 (the “Balance Sheet”) and the related unaudited statement of profit and loss and statement of cash flow for the three months then ended; (ii) the unaudited balance sheet of Seller as of December 31, 2019, and the related unaudited statement of profit and loss and statement of cash flow for the year then ended; (iii) the audited balance sheet of Seller as of December 31, 2020, and the related audited statement of profit and loss and statement of cash flow for the year then ended; and (iv) the audited balance sheet of Seller as of December 31, 2021, and the related audited statement of profit and loss and statement of cash flow for the year then ended. (b) Each of the Financial Statements have been prepared in accordance with GAAP (except that the unaudited Financial Statements do not contain footnotes and are subject to normal recurring year-end audit adjustments) and are accurate and complete in all material respects. Each of the Financial Statements is true and correct in all material respects and fairly presents in all material respects the financial position, assets and liabilities and profit and/or loss of the Business as of the dates thereof and for the periods covered thereby. The Financial Statements relate solely to the condition and results of Seller. There have been no instances of fraud by Seller or, to the Knowledge of Seller, its officers, whether or not material, that occurred during any period covered by the Financial Statements. (c) Each of the Receivables (i) arose from bona fide transactions in the Ordinary Course of Business and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their terms, (iii) are not subject to any set off, counterclaim or other defense, and (iv) do not represent obligations which are conditional on any performance, occurrence or event, or the absence of any performance, occurrence or event. (d) The Assumed Liabilities have arisen in bona fide arm’s-length transactions in the Ordinary Course of Business, and Seller has been paying its accounts payable, including, any Excluded Liabilities, as and when due. There are no unpaid invoices or bills representing amounts alleged to be owed by ▇▇▇▇▇▇, or other allege...
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Financial Statements and Financial Data. (a) Schedule 3.6(a) contains copies of the following financing statements of Sellers (collectively, the “Financial Statements”): (i) the unaudited balance sheet of each Seller as of December 31, 2009, December 31, 2010 and December 31, 2011 and the related income statements for the years then ended; and (ii) the unaudited balance sheet of each Seller as of [March 31,] 2012 (the “Balance Sheet”) and the unaudited related income statements for the three-month period then ended. (b) Each of the Financial Statements (i) is true, complete and correct in all material respects, (ii) is consistent with the books and records of Sellers (which, in turn, accurately and fairly reflect in all material respects all the transactions of, acquisitions and dispositions of assets by, and incurrence of liabilities by, Sellers), (iii) fairly and accurately presents in all material respects Sellers’ results of operations for the periods covered thereby, and (iv) has been prepared in accordance with GAAP consistently applied throughout the periods covered thereby. None of the Financial Statements contains any material items of a special or nonrecurring nature, except as expressly stated therein.
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Financial Statements and Financial Data. (a) Attached as Exhibit G are copies of the following financial statements of Seller (collectively, the “Financial Statements”): (i) the audited consolidated balance sheets of Seller as of June 30, 2019 and June 30, 2020 and the related audited statements of activities and changes in net assets and cash flows for each of the fiscal years then ended; (ii) the unaudited, management provided, consolidated balance sheets of Seller as of December 31, 2019 and 2020 and the related statements of activities and changes in net assets and cash flows for each of the years then ended and considered interim financial statements; and (iii) the unaudited, management provided, consolidated balance sheet of Seller as of May 31, 2021 (the “Balance Sheet” and such date, the “Balance Sheet Date”), and activities and changes in net assets and cash flows for the five (5) month period then ended and considered interim financial statements. The Financial Statements (including the notes thereto) (i) have been prepared in accordance with GAAP (with revenue recognized pursuant to ASC 605) consistently applied throughout the periods covered thereby, except that the interim Financial Statements are subject to normal year-end adjustments and cut-off procedures (which will not be material individually or in the aggregate) and lack footnotes required by GAAP, (ii) present fairly the assets, liabilities and financial condition of Seller as of such dates and the results of operations and cash flows of Seller for such periods, and (iii) are correct and complete in all material respects, and are consistent with the books and records of Seller (which books and records are correct and complete in all material respects). Since the Reference Date, Seller has not made any material changes in its accounting policies, methods, principles or practices other than as set forth on Schedule 3.6(a). (b) Except as set forth on Schedule 3.6(b), Seller 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 GAAP. Seller has not, in the last five (5) years, identified or been made aware of (x) any significant deficiency or material weakness in the design or operation of internal control over financial reporting utilized by Seller, (y) any illegal act or Fraud, whether or not material, that involves the management of Seller or (z) any claim or allegation regarding ...
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Related to Financial Statements and Financial Data

  • Reports and Financial Statements By signing this Agreement, each Lender: (a) agrees to furnish the Administrative Agent promptly upon the furnishing of any Bank Product or Cash Management Service and thereafter at such frequency as the Administrative Agent may reasonably request with a summary of all Other Liabilities due or to become due to such Lender. In connection with any distributions to be made hereunder, the Administrative Agent shall be entitled to assume that no amounts are due to any Lender on account of Other Liabilities unless the Administrative Agent has received written notice thereof from such Lender; (b) is deemed to have requested that the Administrative Agent furnish such Lender, promptly after they become available, copies of all financial statements required to be delivered by the Lead Borrower hereunder and all Borrowing Base Certificates, commercial finance examinations and appraisals of the Collateral received by the Agents (collectively, the “Reports”); (c) expressly agrees and acknowledges that the Administrative Agent makes no representation or warranty as to the accuracy of the Reports, and shall not be liable for any information contained in any Report; (d) expressly agrees and acknowledges that the Reports are not comprehensive audits or examinations, that the Agents or any other party performing any audit or examination will inspect only specific information regarding the Loan Parties and will rely significantly upon the Loan Parties’ books and records, as well as on representations of the Loan Parties’ personnel; (e) agrees to keep all Reports confidential in accordance with the provisions of Section 10.07 hereof; and (f) without limiting the generality of any other indemnification provision contained in this Agreement, agrees: (i) to hold the Agents and any such other Lender preparing a Report harmless from any action the indemnifying Lender may take or conclusion the indemnifying Lender may reach or draw from any Report in connection with any Credit Extensions that the indemnifying Lender has made or may make to the Borrowers, or the indemnifying Lender’s participation in, or the indemnifying Lender’s purchase of, a Loan or Loans; and (ii) to pay and protect, and indemnify, defend, and hold the Agents and any such other Lender preparing a Report harmless from and against, the claims, actions, proceedings, damages, costs, expenses, and other amounts (including attorney costs) incurred by the Agents and any such other Lender preparing a Report as the direct or indirect result of any third parties who might obtain all or part of any Report through the indemnifying Lender.

  • Audits and Financial Statements A. Audits i. HHS Single Audit Unit will notify Grantee to complete the Single Audit Determination Form. If Grantee fails to complete the form within thirty (30) calendar days after receipt of notice, Grantee will be subject to the sanctions and remedies for non-compliance with this Contract. ii. If Grantee, within ▇▇▇▇▇▇▇’s fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in federal funds awarded, Grantee shall have a single audit or program-specific audit in accordance with 2 CFR 200. The federal threshold amount includes federal funds passed through by way of state agency awards. iii. If Grantee, within ▇▇▇▇▇▇▇’s fiscal year, expends at least SEVEN HUNDRED FIFTY THOUSAND DOLLARS ($750,000) in state funds awarded, Grantee shall have a single audit or program-specific audit in accordance with UGMS, State of Texas Single Audit Circular. The audit must be conducted by an independent certified public accountant and in accordance with 2 CFR 200, Government Auditing Standards, and UGMS. iv. For-profit Grantees whose expenditures meet or exceed the federal or state expenditure thresholds stated above shall follow the guidelines in 2 CFR 200 or UGMS, as applicable, for their program-specific audits. v. Each Grantee that is required to obtain a single audit must competitively re-procure single audit services once every six years. Grantee shall procure audit services in compliance with this section, state procurement procedures, as well as with the provisions of UGMS. B. Financial Statements Each Grantee that does not meet the expenditure threshold for a single audit or program- specific audit, must provide financial statements.

  • Historical Financial Statements The Historical Financial Statements were prepared in conformity with GAAP and fairly present, in all material respects, the financial position, on a consolidated basis, of the Persons described in such financial statements as at the respective dates thereof and the results of operations and cash flows, on a consolidated basis, of the entities described therein for each of the periods then ended, subject, in the case of any such unaudited financial statements, to changes resulting from audit and normal year-end adjustments.

  • 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.

  • RECORDS AND FINANCIAL STATEMENTS The Advisor, in the conduct of its responsibilities to the Company, shall maintain adequate and separate books and records for the Company’s operations in accordance with GAAP, which shall be supported by sufficient documentation to ascertain that such books and records are properly and accurately recorded. Such books and records shall be the property of the Company and shall be available for inspection by the Board and by counsel, auditors and other authorized agents of the Company, at any time or from time to time during normal business hours. Such books and records shall include all information necessary to calculate and audit the fees or reimbursements paid under this Agreement. The Advisor shall utilize procedures to attempt to ensure such control over accounting and financial transactions as is reasonably required to protect the Company’s assets from theft, error or fraudulent activity. All financial statements that the Advisor delivers to the Company shall be prepared on an accrual basis in accordance with GAAP, except for special financial reports that by their nature require a deviation from GAAP. The Advisor shall liaise with the Company’s officers and independent auditors and shall provide such officers and auditors with the reports and other information that the Company so requests.