The Company Financial Statements definition

The Company Financial Statements has the meaning set forth in the Section 3.15 of this Agreement.

The Company Financial Statements. (x) were prepared using the Records, (y) fairly present in all material respects the consolidated financial position, the results of operations and the consolidated cash flows of each of the Company and the Acquired Company Subsidiaries, as of their respective dates and for the respective periods then ended, except that the unaudited Financial Statements (including any quarterly Financial Statements) do not set forth any footnote disclosures and are subject to normal recurring year-end audit adjustments, and (z) were prepared in conformity with GAAP (except as may be stated in the notes thereto) and applied on a consistent basis during the periods involved.

The Company Financial Statements. (i) are derived from and reflect the books and records of the Parent or NCI (as applicable) and its Subsidiaries (other than Network Publications Canada Inc., in the case of any unaudited financial statement); (ii) fairly present in all material respects the financial condition of NCI and NCI's Subsidiaries (other than Network Publications Canada Inc., in the case of any unaudited financial statement) at the dates therein indicated and the results of operations for the periods therein specified; and (iii) have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a basis consistent with prior periods except, with respect to the unaudited Company Financial Statements, for any absence of required footnotes and subject to the Company's customary year-end adjustments, none of which are likely to be material. The Company and the Company Subsidiaries have no indebtedness, liabilities or obligations of the type required to be reflected on a consolidated balance sheet prepared in accordance with GAAP, applied on a basis consistent with the method used in preparation of the Company's audited financial statements for the Annual Reporting Period ended on the Balance Sheet Date except for (a) the indebtedness, liabilities and obligations shown on the Interim Balance Sheet (including any notes thereto), (b) current liabilities that have been incurred by the Company and the Company Subsidiaries after the Balance Sheet Date in the ordinary course of their business consistent with past practice, (c) indebtedness, liabilities and obligations set forth on Schedule 3.6(a) and (d) Company Transaction Expenses.

Examples of The Company Financial Statements in a sentence

• The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then ended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature.

• The Company Financial Statements fairly present in all material respects the financial condition and operating results of the Company, as of the dates, and for the periods, indicated therein.

• The Company Financial Statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis throughout the periods indicated.

• The Company Financial Statements have been prepared in conformity with U.S. GAAP applied on a consistent basis and in accordance with the requirements of the Public Company Accounting Oversight Board for public companies.

• The Company Financial Statements have been prepared based on information derived from the books and records of the Company and present fairly in all material respects the results of operations and cash flows of the Company for the applicable periods to which such Company Financial Statements relate.

• The Company Financial Statements were prepared from the Books and Records of the Company in all material respects.

• The Company Financial Statements fully accrue all actual and contingent liabilities for Taxes with respect to all periods through the dates thereof in accordance with generally accepted accounting principles.

• The Company Financial Statements fairly present, in all material respects, the financial position of the Company as of the dates thereof and the results of operations of the Company for the periods reflected therein.

• The Company Financial Statements fairly present the financial condition of the Company at the dates indicated and its results of operations and cash flows for the periods then ended and, except as indicated therein, reflect all claims against, debts and liabilities of the Company, fixed or contingent, and of whatever nature, as of the dates indicated.

• The Company Financial Statements will fairly present in all material respects the financial condition and operating results of the Company, as of the dates, and for the periods, indicated therein.

More Definitions of The Company Financial Statements

The Company Financial Statements shall have the meaning given such term in Section 5.4.

The Company Financial Statements. (i) were prepared in accordance with United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods covered thereby (except, in the case of the unaudited financial statements, for the absence of footnotes); (ii) present fairly the financial position, results of operations and cash flows of the Company and its Subsidiaries as of such dates and for the periods then ended; and (iii) are correct and complete in all material respects, and can be reconciled with the books of account and records of the Company. The Company maintains and will continue to maintain an adequate system of internal controls to enable the Company's independent auditors to certify that the audited financial statements referred to in clause (i) above have been prepared in accordance with GAAP.

The Company Financial Statements. (i) were prepared in accordance with GAAP applied on a consistent basis during the periods involved (except that the Interim Financial Statements do not contain a comparison to the prior fiscal year for the period covered by such Interim Financial Statements or footnotes and otherwise as may be indicated therein) subject, in the case of unaudited interim financial statements, to the absence of notes and to year-end adjustments, (ii) fairly present in all material respects the consolidated financial position of the Company as of the dates thereof and the income, cash flows, and changes in stockholders' equity for the periods involved, except as otherwise noted therein (subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments that were not and are not expected to have a Company Material Adverse Effect). The statements of earnings included in the Company Financial Statements do not contain any items of special or nonrecurring income or any other income not earned in the ordinary course of business required to be disclosed separately in accordance with GAAP, except as expressly specified in the applicable statement of operations or notes thereto. The books of account of the Company accurately reflect in all material respects the Company's items of income and expense and all assets and liabilities and accruals which properly should have been reflected therein in accordance with GAAP consistently applied throughout the periods covered thereby except as disclosed in the Company Financial Statements.

The Company Financial Statements. (i) present fairly the financial condition and results of operations of the Company as of and for the dates or periods covered thereby in accordance with GAAP consistently applied throughout the periods involved; (ii) are based on the books and records of the Company; (iii) contain and reflect reserves for all material accrued liabilities and for all reasonably anticipated losses, and set forth adequate reserves loan losses and other contingencies to the extent required by GAAP; and (iv) none of the Company Financial Statements contain any untrue statement of a material fact or omit to state a material fact necessary in order to make the statements contained therein not misleading under GAAP. The books and records of the Company have been, and are being, maintained in all material respects in accordance with GAAP and other applicable legal and accounting requirements and reflect any actual transactions. Since the Company was recently incorporated, there are no audited financial statements of the Company for December 31, 1997 or previous years.

The Company Financial Statements. (i) were prepared in accordance with GAAP applied on a basis consistent with the basis on which the financial statements contained in the Company SEC Documents were prepared; and (ii) fairly present in all material respects the condensed, unaudited consolidated financial position of the Company and its Subsidiaries as of September 30, 2005 and the condensed, unaudited consolidated results of operations of the Company and its Subsidiaries for the fiscal year then ended.

The Company Financial Statements. (x) were prepared in accordance with GAAP applied on a consistent basis throughout the periods covered thereby; (y) present fairly the financial position, results of operations and cash flows of the Company and the Company Subsidiaries as of such dates and for the periods then ended (subject, in the case of unaudited statements, to normal and recurring immaterial year-end adjustments); and (z) are correct and complete in all material respects, and can be reconciled with the Books and Records of the Company and the Company Subsidiaries. Except as set forth in Section 3.15 of the Company Disclosure Schedule, the reserves set forth in the Company Financial Statements which have been set aside to cover severance payments to the employees of the Company and any Company Subsidiary, constitute, in the aggregate, a sufficient reserve to enable the Company and the Company Subsidiaries to discharge all of their respective obligations towards their employees under applicable Law and applicable Employee Contracts as of the date of the Company Financial Statements.