asset acquisitions - Jackson Walker LLP

seller to represent and covenant that there have been (within the past five years, for example)and will be (prior to the closing) no voluntary changes in the seller’s accounting practices.For a further discussion of these issues, see the comment to Section 3.4.Although GAAP is the standard used in the preparation of nearly all financialstatements, the SEC reserves the right to mandate specific accounting methods for publiccompanies. When dealing with financial statements of public companies, the Buyer maywant to amend the definition of GAAP to include compliance with SEC accountingstandards.In international transactions, the parties should be aware that there are importantdifferences between the GAAP standards and accounting standards used in other nations.The buyer sometimes requires that foreign financial statements be restated to conform toUnited States GAAP or accompanied by a reconciliation to United States GAAP.“Governing Documents” -- with respect to any particular entity, (a) if a corporation, thearticles or certificate of incorporation and the bylaws; (b) if a general partnership, the partnershipagreement and any statement of partnership; (c) if a limited partnership, the limited partnershipagreement and the certificate of limited partnership; (d) if a limited liability company, the articles oforganization and operating agreement; (e) any other charter or similar document adopted or filed inconnection with the creation, formation or organization of a Person; (f) all equityholders’agreements, voting agreements, voting trust agreements, joint venture agreements, registration rightsagreements or other agreements or documents relating to the organization, management or operationof any Person, or relating to the rights, duties and obligations of the equityholders of any Person; and(g) any amendment or supplement to any of the foregoing.“Governmental Authorization” -- any Consent, license, or permit issued, granted, given, orotherwise made available by or under the authority of any Governmental Body or pursuant to anyLegal Requirement.“Governmental Body” -- any:(a)(b)nation, state, county, city, town, borough, village, district, or other jurisdiction;federal, state, local, municipal, foreign, or other government;(c) governmental or quasi-governmental authority of any nature (including any agency,branch, department, board, commission, court, tribunal or other entity exercisinggovernmental or quasi-governmental powers);(d)multi-national organization or body;(e) body exercising, or entitled or purporting to exercise, any administrative, executive,judicial, legislative, police, regulatory, or taxing authority or power; or(f)official of any of the foregoing.3148166v1- 31 -