1998 Financial Statements. 2.5 Affiliate ................................................................8.1 Agreement ...........................................................
1998 Financial Statements. Buyer shall provide Shareholders with access to all records, facilities and inventory necessary to prepare the Closing Balance Sheet. Representatives of Buyer may be present at the taking of the physical inventory in connection with the preparation of the Closing Balance Sheet. Themis will bear the fees and expenses of preparing the Closing Balance Sheet. Following Buyer's receipt of the Closing Balance Sheet and subject to Section XC5, Buyer, Themis and White will provide to Escrow Agent the notice provided for in Section XC1.
1998 Financial Statements. No later than July 31, 1998, Seller shall deliver to Buyer a copy of the balance sheet of Seller at May 31, 1998 and May 31, 1997 and the related statements of income and cash flows for the six month periods then ended (the "May Statements"). The May Statements will be correct and complete, will be prepared in accordance with the books and records of Seller in conformity with generally accepted accounting principles, consistently applied, and will present fairly the financial position and the results of operations and cash flow of Seller for the period covered thereby.
1998 Financial Statements. As soon as practicable, but no later than the later of March 2, 1999 or the filing thereof with insurance regulatory authorities, Seller shall provide to Buyer the Statutory Financial Statements of each of the Insurance Companies for the year ended December 31, 1998, as filed with the departments of insurance of their respective states of domicile, which shall be prepared in a manner consistent with the requirements for Statutory Financial Statements specified in Section 2.08 above (the December 31, 1998 Statutory Financial Statements"). In the event the Closing occurs on or after March 31, 1999, Seller shall provide Buyer with the GAAP Consolidated Financial Statements for the year ended December 31, 1998, which shall be prepared in a manner which is consistent with the requirements for GAAP Consolidated Financial Statements specified in Section 2.09 above together with the actual audit opinion from the Company's independent auditors. The loss and loss adjustment expense reserve amount shown on the December 31, 1998 Statutory Financial Statements shall be determined in accordance with SAP.
1998 Financial Statements. Each of the Merging Entities -------------------------------------- shall have delivered to APF and the Acquiring Entities its audited balance sheets and statements of income, changes in stockholders' equity, and cash flow as of and for the six months ended December 31, 1998.
1998 Financial Statements. The audited consolidated balance sheet of the Company and its consolidated Controlled Entities as at December 31, 1998 and the related consolidated statements of operations, stockholders' equity and cash flows for the fiscal year then ended, including the notes thereto, copies of which are included in Section 5.22 of the Company Disclosure Statement, present fairly in all material respects the consolidated financial condition of the Company and its Controlled Entities as at such date and the consolidated results of their operations for the fiscal year then ended, have been prepared in accordance with United States generally accepted accounting principles ("GAAP") applied consistently throughout the periods involved, and have been audited by Arthxx Xxxexxxx XXX (whose report thereon is attached thereto). None of the Company and the Controlled Entities has any direct or indirect indebtedness, liability, claim or obligation, accrued, absolute, contingent or otherwise ("Liabilities"), other than (i) Liabilities fully reflected on the aforementioned audited financial statements, (ii) Liabilities incurred since December 31, 1998 in the ordinary course of business consistent with past practice and with the provisions hereof and (iii) Liabilities specifically disclosed in the Company Disclosure Statement.
1998 Financial Statements. The Buyers shall provide the Agent with a reasonable opportunity to discuss any proposed adjustments to the May 31, 1998 Financial Statements proposed by Arthxx Xxxexxxx XXX prior to the delivery of the Audit Report.
1998 Financial Statements. As soon as reasonably possible following the date hereof (but in no event less than five (5) business days prior to the Closing Date), the Shareholders shall deliver to Kellxxxxx xxx audited financial statements of Certified for the year ended July 31, 1998, including the notes thereto, audited by the Shareholders' Accountants and prepared in accordance with GAAP consistently applied (the "1998 Financial Statements"), which financial statements shall indicate that Certified's operating profits for the year ended July 31, 1998 were not less than the amount set forth in SCHEDULE 6.19. On the Closing Date, Certified and the Shareholders shall deliver to Kellxxxxx x xertificate, dated as of such date and duly signed by Certified and each of the Shareholders (in the case of Certified by its President), in which Certified and the Shareholders, jointly and severally, shall represent and warrant to Kellxxxxx xxxt, notwithstanding any fact or matter disclosed in SCHEDULE 4.9, (a) the 1998 Financial Statements fairly present in all material respects the financial position of Certified as of July 31, 1998 and the results of operations for the year ended July 31, 1998, and have been prepared in accordance with GAAP consistently applied, (b) there are no extraordinary items of income or expense during the period covered by the 1998 Financial Statements, and (c) the balance sheet included in the 1998 Financial Statements does not reflect any writeup or revaluation increasing the book value of any assets, except as may specifically be disclosed in the notes thereto or otherwise reflected therein.
1998 Financial Statements. Seller shall have delivered to Buyer audited financial statements of Seller for the fiscal year ended December 31, 1998.
1998 Financial Statements. 34 ARTICLE VII CONDITIONS TO THE MERGER SECTION 7.01. Conditions to the Merger. . . . . . . . . . . . . . . . . . . 34 SECTION 7.02. Conditions to the Long-Form Merger. . . . . . . . . . . . . . 35 ARTICLE VIII TERMINATION, AMENDMENT AND WAIVER
