Financial Statements and Schedules. The financial statements and schedules (including the related notes) included in the Registration Statement and the Prospectus present fairly, in all material respects, the financial condition, the results of the operations and changes in financial condition of the entities purported to be shown thereby at the dates or for the periods indicated and have been prepared in accordance with generally accepted accounting principles as applied in the United States (“GAAP”). All adjustments necessary for a fair presentation of results for such periods have been made. The selected financial, operating and statistical data set forth or incorporated by reference in the Prospectus under the captions “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” fairly present, in all material respects, when read in conjunction with the Company’s financial statements and the related notes and schedules and on the basis stated in the Registration Statement, the information set forth therein.
Financial Statements and Schedules. All references in this Agreement to financial statements and schedules and other information which is "contained," "included" or "stated" in the Registration Statement, a Preliminary Prospectus or the Prospectus (or other references of like import) shall be deemed to mean and include all such financial statements and schedules and other information which is incorporated by reference in the Registration Statement, a Preliminary Prospectus or the Prospectus, as the case may be; any reference in this Agreement to the Registration Statement, a Preliminary Prospectus or the Prospectus shall be deemed to refer to and include the documents incorporated by reference therein pursuant to Item 12 of Form S-3 under the Securities Act, as of the date of the Registration Statement, the Preliminary Prospectus or the Prospectus, as the case may be; and any reference to any amendment or supplement to the Registration Statement, any Preliminary Prospectus or the Prospectus shall be deemed to refer to and include any documents filed after such date under the Securities Exchange Act of 1934, as amended (the "Exchange Act") which, upon filing, are incorporated by reference therein, as required by paragraph (b) of Item 12 of Form S-3. As used herein, the term "Incorporated Documents" means the documents which at the time are incorporated by reference in the Registration Statement, any Preliminary Prospectus or the Prospectus or any amendment or supplement thereto.
Financial Statements and Schedules. (1) and (2) The required information is set forth in Item 8—"Financial Statements and Supplementary Data."
Financial Statements and Schedules. 2.1.11 Exceptions to Maintenance of Financial Condition
Financial Statements and Schedules. As set forth in Section 4.06 of the Disclosure Schedule, the Company has delivered to Parent the Company’s audited consolidated balance sheets, income statements and statements of cash flows as of and for the twelve month period ended March 31, 2006, respectively (the “Audited Financial Statements”), as well as the Company’s unaudited consolidated balance sheet, income statement and statement of cash flows as of and for the six months ended September 30, 2006, respectively (the “Unaudited Financial Statements”). The Audited Financial Statements and Unaudited Financial Statements delivered to Parent with respect to the Company are correct and complete in all material respects and were prepared in accordance with GAAP, subject in the case of the Unaudited Financial Statements, to normal year-end adjustments (which adjustments are of a normal and recurring nature, and with the exception of adjustments to the LIFO reserve not in excess of $500,000, are not material in amount). The total amount of normal year-end adjustments for the Unaudited Financial Statements will not exceed $100,000 in addition to the $500,000 adjustment with respect to the LIFO reserve contemplated by the prior sentence. The Audited Financial Statements and Unaudited Financial Statements present fairly and accurately in all material respects the financial position and operating results of the Company for the periods indicated therein. The Company maintains and, through the Closing Date, will continue to maintain a system of internal accounting controls that it reasonably and in good faith believes is adequate for their intended purpose.
Financial Statements and Schedules. SSDI shall have delivered the SSDI Financial Statements and all schedules required to be delivered by SSDI pursuant to this Agreement, and the SSDI Financial Statements and such schedules shall be satisfactory to Nayna in its sole discxxxxxn.
Financial Statements and Schedules. The financial statements and schedules (including the related notes) included in the Registration Statement, the Time of Sale Disclosure Package and the Prospectus present fairly, in all material respects, the financial condition, the results of the operations and changes in financial condition of the entities purported to be shown thereby at the dates or for the periods indicated and have been prepared in accordance with generally accepted accounting principles as applied in the United States (“GAAP”). All adjustments necessary for a fair presentation of results for such periods have been made. The selected financial, operating and statistical data set forth or incorporated by reference in the Preliminary Prospectus and the Prospectus under the captions “Selected Financial Data” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” fairly present, in all material respects, when read in conjunction with the Company’s financial statements and the related notes and schedules and on the basis stated in the Registration Statement, the information set forth therein. Any interactive data in eXtensible Business Reporting Language included or incorporated within the Time of Sale Disclosure Package or the Prospectus fairly presents the information called for in all material respects and has been prepared in accordance with the Commission’s rules and guidelines applicable thereto in all material respects.
Financial Statements and Schedules. As set forth in Section 3.06 of the Disclosure Schedule, the Company has delivered to Purchaser the Company’s audited balance sheet and income statements as of and for the twelve (12) month period ended December 31, 2005, respectively (the “Audited Financial Statements”), as well as the Company’s unaudited balance sheet and income statement as of and for the six (6) months ended June 30, 2006, respectively ( the “Unaudited Financial Statements”). The Audited Financial Statements and Unaudited Financial Statements delivered to Purchaser with respect to the Company are correct and complete in all material respects and were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other. The Audited Financial Statements and Unaudited Financial Statements present fairly and accurately the financial position and operating results of the Company for the periods indicated therein, subject to normal year-end audit adjustments, which adjustments are of a normal and recurring nature and are not material in amount. The Company maintains and, through the Closing Date, will continue to maintain a system of internal accounting controls that is reasonably and in good faith believed by the Company to be adequate for their intended purpose.
Financial Statements and Schedules. As set forth in Section 3.06 of the Disclosure Schedule, the Company has delivered to Purchaser the Company’s reviewed balance sheet and income statements as of and for the twelve (12) month periods ended December 31, 2007, 2006 and 2005, respectively, as well as the Company’s unaudited balance sheet and income statement as of and for the five (5) months ended May 31, 2008, respectively (together with any financial statements delivered pursuant to Section 6.05 hereof referred to collectively as the “Financial Statements”). The Financial Statements delivered to Purchaser with respect to the Company are correct and complete in all material respects and were prepared on a consistent basis throughout the periods indicated and with each other. However, the Financial Statements are subject to adjustments necessary to conform to GAAP and adjustments, if any, that result from the audits of the December 31, 2007 and 2006 financial statements. The Financial Statements present fairly and accurately the financial position and operating results of the Company for the periods indicated therein, subject to adjustments for GAAP and normal year-end audit adjustments, which audit adjustments are of a normal and recurring nature and are not material in amount, and in the case of the balance sheet and income statement as of and for the five (5) months ended May 31, 2008 and the twelve (12) month period ended December 31, 2005, the absence of notes. The Company maintains and, through the Closing Date, will continue to maintain a system of internal accounting controls that is reasonably and in good faith believed by the Company to be adequate for their intended purpose.
Financial Statements and Schedules. Seller has delivered to Purchaser its unaudited income statements of the Business (the "Unaudited Financial Statements") for the twelve (12)-month period ended December 31, 2000 (the "Unaudited Financial Statement Date) and for the months ended January 31, February 28, March 31, and April 30, 2001 and the quarter ended March 31, 2001. Set forth in Section 3.06 of the Seller Disclosure Schedule are schedules of the book value as of the date hereof of the Assets and Properties comprising each of the categories of the Purchased Assets and the book amount as of the date hereof of the Liabilities comprising each of the categories of the Assumed Liabilities, corresponding to the categories set forth in Schedule 2.01(a) and Section 2.02(a), respectively (the "Purchased Asset Schedules" and the "Assumed Liability Schedules," respectively). The Unaudited Financial Statements, Purchased Asset Schedules and Assumed Liability Schedules delivered to Purchaser are correct and complete in all material respects and were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and with each other. The Unaudited Financial Statements present fairly and accurately the operating results of the Business for the periods, indicated therein, subject to normal year-end audit adjustments, which adjustments will not be material in amount, and the Purchased Asset Schedules and Assumed Liability Schedules present fairly and accurately the book value of the Purchased Assets and the book amount of the Assumed Liabilities, respectively, as of the date hereof. Seller maintains and, through the Closing Date, will continue to maintain a system of internal bookkeeping and accounting controls that (i) is
