Financial Statements; No Undisclosed Liabilities. The Company has delivered or made available to Buyer true and complete copies of its audited balance sheet as at March 31, 2001 and the related audited statements of operations and cash flows for the fiscal year ended March 31, 2001 including the related notes and schedules thereto as well as the same unaudited financial statements as of and for the six month period ended September 31, 2001 (collectively, the "Financial Statements"), and all management letters, if any, from the Company's independent auditors relating to the dates and periods covered by the Financial Statements. Each of the Financial Statements has been prepared in accordance with United States Generally Accepted Accounting Principles ("GAAP") (subject, in the case of the interim Financial Statements, to normal year end adjustments and the absence of footnotes) and in conformity with the practices consistently applied by the Company without modification of the accounting principles used in the preparation thereof, and fairly presents the financial position, results of operations and cash flows of the Company as at the dates and for the periods indicated. For purposes hereof, the audited balance sheet of the Company as at March 31, 2001 is hereinafter referred to as the "Balance Sheet" and March 31, 2001 is hereinafter referred to as the "Balance Sheet Date". The Company has no indebtedness, obligations or liabilities of any kind (whether accrued, absolute, contingent or otherwise, and whether due or to become due) that would have been required to be reflected in, reserved against or otherwise described in the Balance Sheet or in the notes thereto in accordance with GAAP, which was not fully reflected in, reserved against or otherwise described in the Balance Sheet or the notes thereto or was not incurred in the ordinary course of business consistent with the Company's past practices since the Balance Sheet Date or was not previously disclosed to Astor Capital, Inc. as agent for Buyers or Buyer or disclosed in an SEC Filing .
Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of the audited balance sheet of the Company as at December 31, 2015 and December 31, 2014, and the related audited statements of income, cash flow, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto, accompanied by the reports thereon of the Company’s independent auditor (collectively referred to as the “Financial Statements”) and the unaudited balance sheet of the Company as at May 31, 2016, and the related statements of income, retained earnings, shareholders’ equity and changes in financial position of the Company, together with all related notes and schedules thereto (collectively referred to as the “Interim Financial Statements”), are attached hereto as Section 3.7(a) of the Disclosure Schedule. Each of the Financial Statements and the Interim Financial Statements (i) are correct and complete in all material respects and have been prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto, and further except for the Interim Financial Statements) and (iii) fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as at the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material.
Financial Statements; No Undisclosed Liabilities. (a) True and complete copies of (i) the audited consolidated balance sheets, including the consolidated schedules of investments, of ECG as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECG’s independent auditors, and (ii) the audited consolidated balance sheets, including the schedules of investments, of ECP as of December 31, 2019, December 31, 2018 and December 31, 2017, and the related audited consolidated statements of operations, members’ deficit and cash flows of ECG, together with all related notes thereto, accompanied by the reports thereon of ECP’s independent auditors (the foregoing clauses (i) and (ii) collectively referred to as the “Financial Statements”) and (iii) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECG as of September 30, 2020, and the related consolidated statements of operations, members’ (deficit) equity and cash flows of ECG, together with all related notes thereto, and (iv) the unaudited consolidated balance sheet, including the consolidated schedule of investments, of ECP as of September 30, 2020, and the related consolidated statements of operations, members’ deficit and cash flows of ECP, together with all related notes thereto (the foregoing clauses (iii) and (iv) collectively referred to as the “Interim Financial Statements”), are attached hereto as Schedule 3.6(a) of the Disclosure Schedules. Each of the Financial Statements and the Interim Financial Statements (x) have been prepared in accordance with the books and records of the applicable Enhanced Entities, (y) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated (except as may be indicated in the notes thereto) and (z) fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the applicable Enhanced Entities as of the respective dates thereof and for the respective periods indicated therein, except as otherwise noted therein and subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that will not, individually or in the aggregate, be material and the absence of footnotes.
Financial Statements; No Undisclosed Liabilities. The Company and the Shareholder have delivered to the Purchaser the balance sheet of the Company as of November 30, 1996 and the related statement of income (loss) and supplementary information and the notes thereto for the one month and eleven months periods then ended, which financial statements (hereinafter referred to as the "Financial Statements") have been compiled by Xxxxxxx X. Xxxxxx & Associates, P.A., the Company's independent accountants. The Financial Statements are true and correct in all material respects and have been prepared in accordance with generally accepted accounting principles applied consistently throughout the periods involved except that the Company has elected to omit substantially all of the disclosures and statement of cash flows required by generally accepted accounting principles. The Financial Statements fully and fairly present the financial condition of the Company as at the dates thereof and the results of the operations of the Company for the periods indicated. The balance sheets contained in the Financial Statements fairly reflect all liabilities of the Company of the types normally reflected in balance sheets as at the dates thereof. Except to the extent set forth in or provided for in the balance sheet of the Company as of November 30, 1996 included in the Financial Statements (the "1996 Balance Sheet") or as identified in Exhibit B, and except for current liabilities incurred in the ordinary course of business consistent with past practices (and not materially different in type or amount), the Company has no liabilities or obligations of any nature, whether accrued, absolute, contingent or otherwise, whether due or to become due, whether properly reflected under generally accepted accounting principles as a liability or a charge or reserve against an asset or equity account, and whether the amount thereof is readily ascertainable or not. A true and correct copy of the Financial Statements is attached hereto as Exhibit C.
Financial Statements; No Undisclosed Liabilities. 3.5.1The Company has delivered to GCI true and complete copies of (i) the audited consolidated and consolidating balance sheets of each of the Acquired Companies as of December 31, 2004, December 31, 2005 and December 31, 2006 and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies for each of the 12-month periods ended on such dates (the “Year End Financials”), and (ii) the unaudited balance sheet of each of the Acquired Companies for the eight (8) months ended August 31, 2007 (the “Balance Sheet Date”) and the related statements of income, retained earnings, shareholders’ equity and cash flows of each of the Acquired Companies (the “Interim Financials” and collectively with the Year End Financials and the Company Audited Financial Statements, the “Company Financial Statements”). The Company Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated. The Company Financial Statements present fairly in all material respects the financial position and operating results of the Acquired Companies as of the dates, and for the periods, indicated therein, subject, in the case of the Interim Financials, to normal year-end audit adjustments. No financial statements of any Person other than the Acquired Companies are required by GAAP to be included in the Company Financial Statements.
Financial Statements; No Undisclosed Liabilities. (a) Attached as Section 3.4 of the Company Disclosure Schedules are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”):
Financial Statements; No Undisclosed Liabilities. (a) The Company has delivered to Acquirer its unaudited financial statements for each fiscal year ended June 30th subsequent to the Company’s inception date and its unaudited financial statements for the eight-month period ended February 28, 2017 (including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 2.4(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the books and records of the Company, (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and accurately present the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete and (v) were prepared in accordance with GAAP, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods involved.
Financial Statements; No Undisclosed Liabilities. The audited financial statements and unaudited interim financial statements (including the related notes and schedules) of the Company and its consolidated subsidiaries included or incorporated by reference in the Company SEC Reports (the “Company Financial Statements”) were prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis during the periods reflected therein and fairly present the financial position of the Company and its consolidated subsidiaries as of the dates indicated and its consolidated results of operations and cash flows for the periods then ended, subject, in the case of any unaudited interim financial statements, to normal and recurring year-end adjustments that, in the aggregate, are not material. Neither the Company nor any of its Subsidiary has any liabilities, whether accrued, contingent or otherwise, other than (a) liabilities disclosed in the Company Disclosure Schedule or the Company SEC Reports filed prior to the date hereof, (b) liabilities reflected in the balance sheet as of September 30, 2004 included in the Company Financial Statements (the “September 30, 2004 Balance Sheet”), (c) liabilities incurred since September 30, 2004 in the ordinary course of business, and (d) liabilities in an aggregate amount that would not, and would not be likely to have, a Company Material Adverse Effect.
Financial Statements; No Undisclosed Liabilities. (a) Set forth on Schedule 3.6(a) are: (i) the audited consolidated balance sheets of the Company as of December 31, 2021 and 2022; (ii) the related audited consolidated statements of comprehensive income for the years ended December 31, 2021 and 2022; and (iii) the related audited consolidated statements of cash flows for the years ended December 31, 2021 and 2022 (the foregoing financial statements, collectively, the “Financial Statements”). Except as set forth on Schedule 3.6(a), the Financial Statements (i) have been prepared from the books and records of the Company in accordance with GAAP consistently applied, (ii) are correct in all material respects, and (iii) present fairly, in all material respects, changes in shareholders equity, the financial condition and results of operations of the Company as of the respective dates thereof and for the respective periods covered thereby, subject, in the case of the unaudited Financial Statements, to normal recurring year-end adjustments (the effect of which will not, individually or in the aggregate, be material) and the absence of footnotes. The books and records of the Company are correct, have been maintained in accordance with sound business practices, and accurately reflect in all material respects all the transactions and actions therein described. At the Closing, all such books and records will be in the possession of the Company. No financial statements of any Person other than the Company are required by GAAP to be included in the Company’s financial statements.
Financial Statements; No Undisclosed Liabilities. (a) Attached as Schedule 4.4 are true and complete copies of the following financial statements (such financial statements, the “Financial Statements”):
