Accuracy and Fairness Sample Clauses

Accuracy and Fairness. True and complete copies of the following financial statements of ESI have been delivered by ESI to Parent: (i) the unaudited balance sheet as of June 30, 1994 and the related statements of income for the year then ended; (ii) the unaudited balance sheet as of June 30, 1995 and the related statements of income for the year then ended; (iii) the unaudited balance sheet as of June 30, 1996, and the related statements of income for the year then ended; and (iv) the unaudited balance sheet as of December 31, 1996, and the related statements of income for the six-month period then ended. Except as set forth in Schedule 3.5(a), those financial statements (including in all cases the notes thereto, if any) (a) are in accordance with the books and records of ESI; (b) are prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), subject to changes resulting from year-end adjustments; (c) present fairly in all material respects the financial position of ESI at the dates, and the results of its operations for the periods, indicated in those statements; (d) include only accounts receivable that are stated at their net realizable value and all appropriate reserves or allowances for doubtful accounts have been reflected; (e) include only inventory items that are stated at cost and do not reflect any obsolete items that have not been properly reserved for; and (f) include all appropriate reserves and allowances. There have been no accounting management letters, audit response letters directed to or concerning ESI since January 1, 1994, and, to the knowledge of the ESI Management, there have been no irregularities involving management or employees that would adversely impact that internal control structure of ESI or ESI's financial statements.
Sample 1
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Accuracy and Fairness. True and complete copies of the following financial statements of Enact have been delivered by Enact to Parent (collectively, the "Enact Financial Statements"): (i) the unaudited balance sheet as of March 31, 1999 and the related statements of operations and cash flows for the period then ended; (ii) the audited balance sheet as of December 31, 1998 and the related audited statements of operations, redeemable convertible stock and stockholders' deficit, and cash flows for the year then ended; and (iii) the audited balance sheet as of December 31, 1997 and the related statements of operations, redeemable convertible stock and stockholders' deficit, and cash flows for the year then ended. Schedule 3.05(A) contains an accurate copy of each of the Enact Financial Statements. Except as set forth in Schedule 3.05(B), the Enact Financial Statements (including in all cases the notes thereto, if any) (a) are in accordance with the books and records of Enact; (b) are prepared in accordance with generally accepted accounting principles consistently applied ("GAAP"), subject to changes resulting from year-end adjustments; (c) present fairly in all material respects the financial position of Enact at the dates, and the results of its operations for the periods, indicated in those statements; (d) include only bona fide accounts receivable; (e) include only bona fide inventory items; and (f) include reserves and allowances which are reasonable under the circumstances. Except as set forth on Schedule 3.05(B), there have been no accounting management letters or audit response letters directed to Enact since December 31, 1998, and, there have been no irregularities involving management or employees that would adversely affect the internal control structure of Enact or Enact's financial statements.
Sample 1

Related to Accuracy and Fairness

  • Accuracy of Representations All of Buyer's representations and warranties in this Agreement (considered collectively), and each of these representations and warranties (considered individually), must have been accurate in all material respects as of the date of this Agreement and must be accurate in all material respects as of the Closing Date as if made on the Closing Date.

  • ACCURACY OF RECITALS Borrower acknowledges the accuracy of the Recitals.

  • Accuracy of the Purchaser’s Representations and Warranties The representations and warranties of each Purchaser shall be true and correct in all material respects as of the date when made and as of the Closing Date as though made at that time, except for representations and warranties that are expressly made as of a particular date, which shall be true and correct in all material respects as of such date.

  • Accuracy of Disclosure The Company represents and warrants to each Holder and agrees for the benefit of each Holder that (i) the Preference Registration Statements and any amendment thereto will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein not misleading; and (ii) each of the Prospectuses furnished to such Holder for delivery in connection with the exercise of Preference Warrants or in connection with the sale of Preference Warrant Shares, as the case may be, and the documents incorporated by reference therein will not contain any untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading; provided, however, that the Company shall have no liability under clause (i) or (ii) of this Section 2.1(c) with respect to any such untrue statement or omission made in a Preference Registration Statement in reliance upon and in conformity with information furnished to the Company by or on behalf of the Holders specifically for inclusion therein.

  • Certification of Accuracy of Disclosure Upon commencement of the offering of the Shares under this Agreement (and upon the recommencement of the offering of the Shares under this Agreement following the termination of a suspension of sales hereunder lasting more than 30 Trading Days), and each time that (i) the Registration Statement or Prospectus shall be amended or supplemented, other than by means of Incorporated Documents, (ii) the Company files its Annual Report on Form 10-K under the Exchange Act, (iii) the Company files its quarterly reports on Form 10-Q under the Exchange Act, (iv) the Company files a Current Report on Form 8-K containing amended financial information (other than information that is furnished and not filed), if the Manager reasonably determines that the information in such Form 8-K is material, or (v) the Shares are delivered to the Manager as principal at the Time of Delivery pursuant to a Terms Agreement (such commencement or recommencement date and each such date referred to in (i), (ii), (iii), (iv) and (v) above, a “Representation Date”), unless waived by the Manager, the Company shall furnish or cause to be furnished to the Manager forthwith a certificate dated and delivered on the Representation Date, in form reasonably satisfactory to the Manager to the effect that the statements contained in the certificate referred to in Section 6 of this Agreement which were last furnished to the Manager are true and correct at the Representation Date, as though made at and as of such date (except that such statements shall be deemed to relate to the Registration Statement and the Prospectus as amended and supplemented to such date) or, in lieu of such certificate, a certificate of the same tenor as the certificate referred to in said Section 6, modified as necessary to relate to the Registration Statement and the Prospectus as amended and supplemented to the date of delivery of such certificate.

  • REPRESENTATIONS AND WARRANTIES OF XXXXXXX Xxxxxxx hereby represents and warrants to the Company as follows:

  • REPRESENTATIONS AND WARRANTIES OF BUYER Buyer represents and warrants to Seller as follows:

  • Accuracy of Representations and Warranties The representations and warranties of Purchaser contained in this Agreement shall have been true in all material respects on the date hereof and shall be true in all material respects on and as of the Closing Date with the same force and effect as though made on and as of the Closing Date.

  • REPRESENTATIONS AND WARRANTIES OF BUYERS Buyers represent and warrant to Sellers as follows:

  • REPRESENTATIONS AND WARRANTIES OF XXXXXX Xxxxxx hereby represents and warrants to the Xxxxxx Group that (a) Xxxxxx has the power and authority to enter into this Agreement and the Xxxxxx Assignment and to carry out his obligations hereunder and thereunder, (b) the execution and delivery of this Agreement and the Xxxxxx Assignment by Xxxxxx has been duly authorized by all necessary action on the part of Xxxxxx and no other proceedings on the part of Xxxxxx are necessary to authorize this Agreement or the Xxxxxx Assignment, (c) this Agreement has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming this Agreement constitutes a valid and binding obligation of the Xxxxxx Group, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (d) the Xxxxxx Assignment has been duly executed and delivered by Xxxxxx and constitutes a valid and binding obligation of Xxxxxx, and, assuming the Xxxxxx Assignment constitutes a valid and binding obligation of Splitco, is enforceable against Xxxxxx in accordance with its terms (subject to applicable bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and other laws affecting creditors’ rights generally and general principles of equity), (e) neither the execution, delivery or performance of this Agreement or the Xxxxxx Assignment by Xxxxxx constitutes a breach or violation of, or conflicts with any provision of any material agreement to which Xxxxxx is a party, and (f) none of such material agreements would impair in any material respect the ability of Xxxxxx to perform his obligations hereunder or thereunder.

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