Accounts and Financial. 4.1 The Audited Accounts give a true and fair view of the assets, liabilities and state of affairs of each Group Company in respect of which they have been prepared and of the profit or loss and (where applicable) cash flow of each such Group Company as at and for the period ended on the date to which the Audited Accounts were prepared.
4.2 The Group Accounts fairly present in all material respects the financial position and the results of the Group as at and for the period ending 30 September 2017 in conformity with US GAAP.
4.3 Group Accounts have been derived from the books and records of the Seller’s Group and have been prepared in good faith with the same level of skill and care as that exercised in the standard procedure of the Seller Group.
4.4 Each Group Company’s accounting and other financial records have been properly kept and maintained in accordance with Applicable Laws, are up to date, constitute an accurate record of all matters which ought to appear in them and are in its possession or control, in each case in all material respects.
Accounts and Financial. Commercial
Accounts and Financial. 2.1 Accuracy of Accounts To the best belief and knowledge of the Seller:
(A) have been prepared in accordance with generally accepted accounting principles and practices in the PRC;
(B) correctly state the material assets of Shenzhen Freenet and give a true and fair view of the state of affairs of Shenzhen Freenet as at the Accounts Date and of the profit or loss of Shenzhen Freenet for the period ended on the Accounts Date or (as the case may be) in respect of the periods for which they were prepared;
(C) contain either provisions which the Seller believes to be adequate to cover, or full particulars in notes, of all taxation (including deferred taxation) and other liabilities (whether quantified, contingent or otherwise) of Shenzhen Freenet as at the Accounts Date; and
(D) are not materially and adversely affected by any unusual or non-recurring items.
2.2 Book debts Other than the shareholders' loans and such other loans as shown in the Accounts, Shenzhen Freenet has no outstanding book debts as at the Account Date.
Accounts and Financial. B.1 The Statutory Accounts and Financial Information
(1) The Statutory Accounts have been prepared under the historical cost basis and in accordance with generally accepted accounting principles and practices consistently applied and statutes and regulations applicable in the United Kingdom.
Accounts and Financial. POSITION ------------------------------- The Accounts
B(1) The Accounts have been prepared in accordance with the requirements of the requirements of Companies Act and on a going concern basis consistent with the corresponding accounts for all accounting periods ending in the previous two (2) years ("the specified period") and in accordance with generally accepted accounting practice in the United Kingdom.
B(2) The Accounts are true complete and accurate in all respects and show a true and fair view of the state of affairs of the Company as at the Accounts Date and of its results for the accounting period ending on the Accounts Date and at that date were are not affected by any unusual, extraordinary, exceptional or non-recurring items or by any other abnormal factor rendering such results unusually better or worse than they might otherwise have been.
B(3) The Accounts
(a) make adequate provision and/or reserve both for all bad and doubtful debts and for depreciation and amortisation of the fixed assets of the Company having regard to their original cost and estimated useful life;
(b) include full provision and/or reserve for all material actual undisputed liabilities of the Company (whether or not deferred) and proper provision for or notes of all contingent and disputed liabilities;
(c) make full provision and/or reserve to cover all taxation and amounts representing taxation to or for which the Company was at the Accounts Date or at any time thereafter may have become or may hereafter become liable to be assessed or charged or to pay on or in respect of or by reference to any profits for any period ending on or before the Accounts Date or in consequence of any dividends or other distributions, loans, advances, payments or transfers of value made or any consideration given on or before the Accounts Date or in consequence of any other transaction, act, omission or event effected, done, occurring or taking place on or before the Accounts Date whether by the Company or otherwise; (d) make full provision and/or reserve for all material capital commitments of the Company as at the Accounts Date;
Accounts and Financial. 4.1 The Accounts fairly state the position of the Business at the Accounts Date and the profits or losses of the Business for the year ended on the Accounts Date. For the purposes of interpreting this Warranty this Warranty is given only by reference to the Accounting Policies and otherwise, so far as consistent with the Accounting Policies and with accounting principles and practices consistently applied by the Vendor or CAL in the statutory accounts of CAL, generally accepted accounting principles and practices in the United Kingdom.
4.2 All accounts, books, ledgers, financial and other key records of the Business are under the ownership or control of the Vendor and include all records and documents required to be kept by statute. So far as the Vendor is aware all such records and documents required to be kept by statute have been maintained in accordance with the law in all material respects.
Accounts and Financial. B.1 Accuracy of Accounts The Accounts: have been prepared under the historic cost convention and in accordance with UK GAAP, the Companies Xxx 0000 and other applicable statutes and regulations; give a true and fair view of the state of affairs and the assets and liabilities of the Company as at the Accounts Date and of the profit or loss of the Company for the period ended on the Accounts Date or (as the case may be) in respect of the periods for which they were prepared; and are not affected by any exceptional or extraordinary items as defined by FRS3.
Accounts and Financial. 2.1 Accounts and debtors
(a) SBS’s Accounts:
(i) have been prepared in accordance with generally accepted accounting principles and practices in the Netherlands and the applicable law and regulations;
(ii) have been audited by a certified auditor (register accountant) who has rendered an auditor’s certificate without qualification;
(iii) correctly state the assets and liabilities of SBS and give a true and fair view (“getrouw beeld”) of the state of affairs of SBS as at the Accounts Date and of the profit or loss of SBS for the period ended on the Accounts Date;
(iv) contain either provisions adequate to cover, or full particulars in notes of, all Taxation (including deferred Taxation) and other liabilities (whether quantified, contingent or otherwise) of the Company as at the Accounts Date;
(v) are not affected by any unusual or non-recurring items; and
(vi) have been duly filed in accordance with applicable law.
(b) SBS’s Accounts have been prepared on a basis consistent with the basis employed in SBS’s accounts for each of the two preceding financial periods without any change in the accounting policies used
(c) In SBS ‘s Accounts:
(i) the income and expenditure have been allocated accurately and completely to the profit and loss accounts of SBS, which have generated the income and incurred the expenses; and
(ii) all prepaid expenses relate to activities that will be performed in the subsequent fiscal year and should be expensed in that year.
(d) All financial and accounting records of SBS have been properly maintained and constitute an accurate record of all matters which ought to appear in them and where required by law have been duly filed. SBS has complied with all statutory accounting requirements.
2.2 Ownership of assets
(a) SBS owned at the Accounts Date all the assets included in SBS’s Accounts.
(b) None of the assets, undertaking, goodwill or uncalled capital of SBS is subject to any Encumbrance or any agreement or commitment to give or create any Encumbrance, and no person has claimed to be entitled to any of the foregoing, save as in the ordinary course of business (such as protective rights for suppliers of SBS) and save as provided in the agreement with ING Bank of 16 October 2002 and the Indenture entered into by SBS SA in 2001.
(c) SBS has not been a party to a transaction pursuant to or as a result of which an asset owned, purportedly owned or otherwise held by SBS as at the Account Date, is liable to be transferred or re-transferred to ...
Accounts and Financial. To the best knowledge and belief of the Founders:–
Accounts and Financial
