Preparation of Company Financial Statements Clause Samples

The Preparation of Company Financial Statements clause requires the company to compile and present its financial records in a specified manner, typically in accordance with recognized accounting standards. This clause often outlines the frequency of financial statement preparation, such as quarterly or annually, and may specify the level of detail or the need for external audits. Its core function is to ensure transparency and accuracy in the company's financial reporting, providing stakeholders with reliable information for decision-making and compliance purposes.
Preparation of Company Financial Statements. The financial statements of the Company, including the related notes thereto and the supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus (the “Company Financial Statements”), present fairly the financial position as of the dates indicated and the cash flows and results of operations for the periods specified of the Company and its consolidated subsidiaries; except as otherwise stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus, the Company Financial Statements have been prepared in conformity with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved; and the supporting schedules included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly in accordance with GAAP the information required to be stated therein. The Company Financial Statements have been prepared in accordance with the applicable requirements of the Securities Act and the Exchange Act. Except as otherwise included therein, no other historical or pro forma financial statements or supporting schedules are required to be included in the Registration Statement, the Pricing Disclosure Package or the Prospectus. The other financial and statistical information and data of the Company included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus present fairly the information included therein and have been prepared on a basis consistent with that of the Company’s financial statements that are included or incorporated by reference in the Registration Statement, the Pricing Disclosure Package and the Prospectus and the books and records of the respective entities presented therein.
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Preparation of Company Financial Statements. The Company shall prepare (i) its financial statements for its fiscal year ending June 30, 2006 (the "Company FY 2006 Financial Statements"), including its balance sheet as of June 30, 2006 and its statements of cash flows and operations for its fiscal year ending June 30, 2006, and (ii) if the Stockholders Equity Date is not June 30, 2006, its balance sheet, including a statement of shareholders' equity, as of the Stockholders Equity Date; in each case in close consultation and cooperation with Parent and, at Parent's request, ▇▇▇▇▇▇'s independent public accounting firm; provided, however, that, without prejudice to Section 7.2(r), all decisions regarding the Company's financial statements shall be made exclusively by the Company in consultation with its auditors. The Company shall deliver the unaudited Company FY 2006 Financial Statements to Parent by August 15, 2006 and, if applicable, the unaudited balance sheet as of the Stockholders Equity Date not later than the earlier of (x) 21 days after such date, and (y) three Business Days prior to the Closing Date; in each case, together with a certificate duly executed by the principal executive officer and principal financial officer of the Company certifying, representing and warranting that the balance sheet and, if applicable, statements of cash flows and operations included therein (A) are correct in all Material respects and have been prepared in accordance with GAAP, consistently applied throughout the periods indicated and with each other, except as may be disclosed in notes thereto, subject in the case of interim statements to normal year-end adjustments, and (B) fairly and accurately present the financial condition, operating results (if applicable) and changes in shareholders' equity and cash flows (if applicable) of the Company as of the respective dates and during the respective periods indicated therein. The Company shall continue through the Closing Date to maintain a standard system of accounting established and administered in accordance with GAAP and to consult closely and cooperate with Parent in its asset valuation.
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Preparation of Company Financial Statements. The Company Financial Statements (i) have been prepared in accordance with GAAP consistently applied, subject, in the case of the Interim Balance Sheet, to the lack of all required footnotes, (ii) are accurate and complete in all material respects, and (iii) fairly present in all material respects the financial condition, changes in members’ equity, results of operations and cash flows as of the respective dates and for the respective periods covered thereby.
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Preparation of Company Financial Statements. Without limitation of the provisions of Section 10.1(a), following the Closing, Buyer shall promptly provide to MicroStrategy and its Affiliates all information relating to the Company and the Subsidiary reasonably required for MicroStrategy and its Affiliates to prepare the financial statements of MicroStrategy and its Affiliates (including any financial statements required to be included in any reports filed by MicroStrategy with the Securities and Exchange Commission). During the period of preparation of such financial statements, Buyer shall provide MicroStrategy and its Affiliates (and their auditors) with all reasonable access to the Company and the Subsidiary, each of their respective financial management, including the financial directors of the Company and the Subsidiary, as applicable, and any accountant’s work papers and their books, accounts and records during normal business hours and in a manner so as not to unreasonably interfere with the conduct of business.
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Preparation of Company Financial Statements. (i) Without limitation of the provisions of Section 10.1(a), following the Closing, Buyer shall promptly provide to Seller and its affiliates all information relating to the Company to the extent reasonably required for Seller and its affiliates to prepare the financial statements of Seller and its affiliates (including any financial statements required to be included in any reports filed by Seller with the Securities and Exchange Commission). During the period of preparation of such financial statements, Buyer shall provide Seller and its affiliates (and their auditors) with all reasonable access to the Company, its financial management, including the financial directors of the Company and any accountant’s work papers, and their books, accounts and records during normal business hours and in a manner so as not to unreasonably interfere with the conduct of business. (ii) Seller acknowledge and agree that the Company and Buyer and their respective affiliates, authorized accountants, counsel and other designated representatives shall not have any liability to any Person in connection with Buyer agreeing to provide information and access as set forth in Section 10.1(e)(i). Seller shall (x) promptly, upon request by the Company or Buyer, reimburse the Company or Buyer for all out-of-pocket costs and expenses incurred by the Company or Buyer in connection with the information and access provided by the Company as contemplated by this Section 10.1(e) and (y) shall indemnify and hold harmless the Company, Buyer and their respective affiliates from and against any and all out-of-pocket costs and expenses incurred by them in connection with the information and access provided by the Company as contemplated by this Section 10.1(e).
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Related to Preparation of Company Financial Statements

  • Company Financial Statements The financial statements of the Company included in the Company’s Reports (including the related notes, where applicable), which have been provided to the Purchasers (i) have been prepared from, and are in accordance with, the books and records of the Company; (ii) fairly present in all material respects the results of operations, cash flows, changes in stockholders’ equity and financial position of the Company and its consolidated Subsidiaries, for the respective fiscal periods or as of the respective dates therein set forth (subject in the case of unaudited statements to recurring year-end audit adjustments normal in nature and amount), as applicable; (iii) complied as to form, as of their respective dates of filing in all material respects with applicable accounting and banking requirements as applicable, with respect thereto; and (iv) have been prepared in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and any other applicable legal and accounting requirements. The Company does not have any material liability of any nature whatsoever (whether absolute, accrued, contingent or otherwise and whether due or to become due), except for those liabilities that are reflected or reserved against on the consolidated balance sheet of the Company contained in the Company’s Reports for the Company’s most recently completed quarterly or annual fiscal period, as applicable, and for liabilities incurred in the ordinary course of business consistent with past practice or in connection with this Agreement and the transactions contemplated hereby.

  • Preparation of Financial Statements The consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the consolidated financial position of the Company and its subsidiaries, as of the dates indicated, and the corresponding consolidated results of the operations and cash flows for the periods specified. Such financial statements (except as disclosed in the notes thereto or otherwise stated therein) have been prepared in conformity with generally accepted accounting principles applied on a consistent basis throughout the entire period involved. The financial statement schedules, if any, included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information required to be stated therein. The summary financial data and selected financial data included in the Registration Statement, the Disclosure Package and the Prospectus present fairly in all material respects the information shown therein and have been compiled on a basis consistent with that of the audited consolidated financial statements included in the Registration Statement, the Disclosure Package and the Prospectus. The interactive data in the eXtensible Business Reporting Language (“XBRL”) included as an exhibit to the Registration Statement fairly presents the information called for in all material respects and has been prepared in all material respects in accordance with the Commission’s rules and guidelines applicable thereto. The pro forma financial information and the related notes thereto included in each of the Registration Statement, the Disclosure Package and the Prospectus has been prepared in accordance with the Commission’s rules and guidance with respect to pro forma financial information, and the assumptions underlying such pro forma financial information are reasonable and, to the extent such assumptions are material to an understanding of such pro forma financial information, are set forth in each of the Registration Statement, the Disclosure Package and the Prospectus.

  • Company Reports; Financial Statements (i) The Company has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since December 31, 2015 (the “Applicable Date”) (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “Company Reports”). The MLP has filed or furnished, as applicable, on a timely basis all forms, statements, certifications, reports and documents required to be filed or furnished by it with the SEC pursuant to the Exchange Act or the Securities Act since the Applicable Date (the forms, statements, reports and documents filed or furnished since the Applicable Date and those filed or furnished subsequent to the date of this Agreement, including any amendments thereto, the “MLP Reports”). Each of the Company Reports and MLP Reports, at the time of its filing or being furnished complied, or if not yet filed or furnished, will when so filed or furnished comply, in all material respects with the applicable requirements of the Securities Act, the Exchange Act and the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 (the “▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act”), and any rules and regulations promulgated thereunder applicable to the Company Reports or MLP Reports, as applicable. As of their respective dates (or, if amended prior to the date of this Agreement, as of the date of such amendment), the Company Reports and the MLP Reports did not, and none of the Company Reports and the MLP Reports filed with or furnished to the SEC subsequent to the date of this Agreement will when so filed or furnished, contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements made therein, in light of the circumstances in which they were made, not misleading. Each of the Company and the MLP is in compliance in all material respects with the applicable listing and corporate governance rules and regulations of the NYSE. (ii) Each of the Company and the MLP maintains disclosure controls and procedures required by Rule 13a-15 or 15d-15 under the Exchange Act. Such disclosure controls and procedures are reasonably designed to ensure that all material information required to be disclosed by the Company or the MLP, as applicable, is recorded and reported on a timely basis to the individuals responsible for the preparation of the Company’s or the MLP’s, as applicable, filings with the SEC and other public disclosure documents. The Company and the MLP each maintain internal control over financial reporting (as defined in and meeting the requirements of Rule 13a-15 or 15d-15, as applicable, under the Exchange Act). Such internal control over financial reporting is effective in providing reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP. Each of the Company and the MLP has disclosed, based on the most recent evaluation of its chief executive officer and its chief financial officer prior to the date of this Agreement, to its auditors and the audit committee of its board of directors (1) any significant deficiencies in the design or operation of its internal controls over financial reporting that are reasonably likely to adversely affect the Company’s or the MLP’s, as applicable, ability to record, process, summarize and report financial information and has identified for the Company’s or the MLP’s, as applicable, auditors and audit committee of its board of directors any material weaknesses in internal control over financial reporting and (2) any fraud, whether or not material, that involves management or other employees who have a significant role in the Company’s or the MLP’s internal control over financial reporting. The Company has made available to Parent as of the date hereof (x) a summary of any such disclosure with respect to clauses (1) and (2) of the preceding sentence made by management to the Company’s auditors and audit committee since December 31, 2016 and (y) any material communication since December 31, 2016 made by management or the Company’s auditors to the audit committee required or contemplated by listing standards of the NYSE, the audit committee’s charter or professional standards of the Public Company Accounting Oversight Board. (iii) Each of the consolidated balance sheets included in or incorporated by reference into the Company Reports or the MLP Reports (including the related notes and schedules) fairly presents in all material respects, or, in the case of Company Reports and MLP Reports filed after the date of this Agreement, will fairly present in all material respects, the consolidated financial position of the Company and its consolidated Subsidiaries (or, in the case of the consolidated balance sheets included in or incorporated by reference into the MLP Reports, of the MLP and its consolidated Subsidiaries) as of its date and each of the consolidated statements of operations, comprehensive income, changes in equity and cash flows included in or incorporated by reference into the Company Reports (or, in the case of the consolidated statements of operations, comprehensive income, changes in equity and cash flows included in or incorporated by reference into the MLP Reports, of the MLP and its consolidated Subsidiaries), including any related notes and schedules, fairly presents in all material respects, or, in the case of Company Reports and MLP Reports filed after the date of this Agreement, will fairly present in all material respects, the results of operations, cash flows, retained earnings (loss) and changes in financial position, as the case may be, of the Company and its consolidated Subsidiaries (or as applicable, the MLP and its consolidated Subsidiaries) for the periods set forth therein (subject, in the case of unaudited statements, to notes and normal year-end audit adjustments that will not be material in amount or effect), in each case in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied during the periods involved, except as may be noted therein.

  • SEC Filings; Financial Statements (a) The Company has filed all forms, statements, certifications, reports and documents required to be filed by it with the SEC under Section 13, 14(a) and 15(d) of the Exchange Act for the one year preceding the date of this Agreement and is in compliance with General Instruction I.A.3 of Form S-3. As of the time it was filed with the SEC (or, if amended or superseded by a filing prior to the date of this Agreement, then on the date of such filing), each of the filed SEC Reports complied in all material respects with the applicable requirements of the Exchange Act, and, as of the time they were filed, none of the filed SEC Reports contained any untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary in order to make the statements therein, in light of the circumstances under which they were made, not misleading. There are no outstanding or unresolved comments from the SEC staff with respect to the SEC Reports. To the Company’s knowledge, none of the SEC Reports are the subject of an ongoing SEC review. (b) The financial statements of the Company included in the SEC Reports (collectively, the “Financial Statements”) comply in all material respects with applicable accounting requirements and the rules and regulations of the SEC with respect thereto as in effect at the time of filing (or to the extent corrected by a subsequent restatement) and fairly present in all material respects the consolidated financial position of the Company as of the dates indicated, and the results of its operations and cash flows for the periods therein specified, all in accordance with United States generally accepted accounting principles (“GAAP”) (except as otherwise noted therein, and in the case of unaudited financial statements, as permitted by Form 10-Q of the SEC, and except that the unaudited financial statements may not contain footnotes and are subject to normal and recurring year-end adjustments) applied on a consistent basis throughout the periods therein specified (unless otherwise noted therein). Except as set forth in the Financial Statements filed prior to the date of this Agreement, the Company has not incurred any liabilities, contingent or otherwise, except (i) those incurred in the ordinary course of business, consistent with past practices since the date of such financial statements or (ii) liabilities not required under GAAP to be reflected in the Financial Statements, in either case, none of which, individually or in the aggregate, have had or would reasonably be expected to have a Material Adverse Effect.

  • 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.