Accuracy of Accounts. The Accounts:
(i) have been prepared in accordance with GAAP and the applicable law and regulations;
(ii) when legally required have been audited by a certified auditor who has rendered an auditor’s certificate without qualification;
(iii) correctly state the assets and liabilities of the Company and give a true and accurate view of the state of affairs 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;
(iv) contain in accordance with GAAP either provisions adequate to cover all Taxation and other liabilities of the Company as at the Accounts Date; and
(v) have been duly filed in accordance with applicable law.
Accuracy of Accounts. (a) The Flagship Accounts:
(i) have been prepared under the historical cost convention (as modified for the revaluation of land and buildings) and in accordance with GAAP, the Companies Acts and other applicable statutes and regulations;
(ii) have been prepared in accordance with the special provisions of the Companies Acts relating to small companies and with the English law Financial Reporting Standard for Smaller Entities (effective January 2005);
(iii) correctly state the assets of Flagship and give a true and fair view of the state of affairs of Flagship as at 31 December 2005 and of the profit or loss of Flagship for the period ended on the 31 December 2005;
(iv) contain (as appropriate under GAAP) specific provisions, accruals or creditors adequate to cover, or full particulars in notes, of all Taxation (including deferred taxation) and other liabilities (whether quantified, contingent or otherwise) of Flagship as at 31 December 2005; and
(v) are not affected by any unusual or non-recurring items.
(b) The Snoline Accounts:
(i) give a true and fair view of Snoline and have been prepared in compliance with the Italian accounting principles (“principi contabili nazionali e relativi criteri adottati dall’Ordine dei Dottori e Ragionieri Commercialisti”) applied on basis consistent with the previous year, fully and fairly reflect the assets and liabilities and the operational results of Snoline and contain provisions adequate to cover, or full particulars in the notes of, all liabilities of Snoline. There were at the Accounts Date no liabilities, either actual or contingent, which are not fully provided for or disclosed in the Accounts and would have been required according to Italian accounting principles.
(ii) The pro-forma financial statements as of 30 September 2006 give a true and fair view of Snoline and, subject to their interim status, have been prepared in compliance with the Italian accounting principles. As of 30 September 2006, there were no liabilities, either actual or contingent, which are not fully provided for or disclosed in the financial statements as of 30 September 2006.
(iii) All account receivables (including all tax advances and credits) contained in the Snoline Accounts, as well as those that would have been shown were the Snoline Accounts to have been drawn up at the Completion Date, are valid, true and represent such amounts in accordance with the Italian accounting principles.
(iv) To the best knowledge of the Sellers, after ca...
Accuracy of Accounts. The Accounts:
(a) have been prepared in accordance with generally accepted accounting principles and practices in Slovakia and the applicable law and regulations;
(b) have been prepared by the Accountants and will be authorised by the auditor who will render an auditor's certificate without qualification;
(c) state the assets and liabilities of the Company and are true and correct in all respects and fairly present the financial state of affairs 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;
(d) contain either provisions or reserves, as required under generally accepted accounting principles in Slovakia and the applicable laws and regulations, to cover all Taxation (including deferred Taxation) and other liabilities (whether quantified, contingent or otherwise), bad and doubtful accounts payable and as at the Accounts Date;
(e) do not show any material one-off extraordinary items, including gains; and
(f) have been duly filed in accordance with applicable law.
Accuracy of Accounts. The Accounts:
(i) have been prepared in accordance with Spanish GAAP and the applicable law and regulations;
(ii) when legally required have been audited by a certified auditor who has rendered an auditor’s certificate without qualification;
(iii) correctly state the assets and liabilities of the Group Companies and give a true, accurate and complete view of the state of affairs of the Group Companies as at the Accounts Date and of the profit or loss of the Group Companies for the period ended on the Accounts Date or (as the case may be) in respect of the periods for which they were prepared;
(iv) contain in accordance with Spanish GAAP either provisions adequate to cover all Taxation and other liabilities of the Group Companies as at the Accounts Date; and
(v) have been duly filed in accordance with applicable law.
Accuracy of Accounts. The Accounts:
(a) have been prepared in accordance with Swedish GAAP and the policies applied in preparing the Accounts have been consistently applied in the audited financial statements of the preceding two accounting periods; and
(b) on the basis of Swedish GAAP, give a true and fair view of the state of affairs of each of the Group Companies as at the Accounts Date and of the profit or loss of each of the Group Companies for the period ended on the Accounts Date.
Accuracy of Accounts. The Accounts:
(a) have been prepared under the historic cost convention (as modified for the revaluation of land and buildings) and in accordance with generally accepted accounting principles and practices in the United Kingdom, the Companies Act 1985 and other applicable statutes and regulatxxxx;
(b) give a true and fair view of the state of affairs of the Companies as at the Accounts Date and of the profit or loss of the Companies for the period ended on the Accounts Date; (
Accuracy of Accounts. (a) The Accounts:
(i) have been prepared in accordance with French GAAP; and
(ii) on the basis of French GAAP, give a true and fair view of the financial position of the Seller, the Group Companies and UPC France Services S.A. taken as a whole as at the Accounts Date, all in accordance with French GAAP.
(b) A copy of the Accounts is attached to the Disclosure Letter.
(c) The Proforma Accounts have been prepared in accordance with the same methodology as the one used for the preparation of the Accounts, and the assumptions used in the preparation of these Proforma Accounts constitute a reasonable basis for the presentation of the consequences in the Proforma Accounts of the sale of UPC France Services S.A. and Noos S.N.C. as if such sale had occurred at 1 July 2004.
(d) A copy of the Proforma Accounts is attached to the Disclosure Letter.
Accuracy of Accounts. The Accounts:
(i) have been prepared under the historic cost convention (as modified for the revaluation of land and buildings) and in accordance with UK GAAP, the Companies Acx 0000 xnd other applicable statutes and regulations;
(ii) correctly state the assets of the Group Companies and give a true and fair view of the state of affairs of the Group Companies as at the Accounts Date and of the profit or loss of the Group Companies for the period ended on the Accounts Date or (as the case may be) in respect of the periods for which they were prepared;
(iii) 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 Group Companies as at the Accounts Date; and
(iv) are not affected by any unusual or non-recurring items.
Accuracy of Accounts. To the best belief and knowledge of the Seller, the Accounts of AIS:
(A) have been prepared in accordance with generally accepted accounting principles and practices, the Companies Ordinance (Cap 32 of the Laws of Hong Kong) and other applicable statutes and regulations;
(B) correctly state the material assets of the Companies and give a true and fair view of the state of affairs of the Companies as at the Accounts Date and of the profit or loss of the Companies 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 the Companies as at the Accounts Date; and
(D) are not materially and adversely affected by any unusual or non-recurring items.
Accuracy of Accounts. The Accounts:
(a) have been prepared under the historical cost convention and in accordance with United Kingdom GAAP and applicable statutes and regulations;
(b) accurately state the assets and liabilities of the Group and the Company and give a true and fair view of the financial position of the Group and the Company as at the Accounts Date or (as the case may be) the date to which they were prepared and the income and expenditure for the period ended on the Accounts Date or (as the case may be) for the periods in respect of which they were prepared;
(c) contain (as appropriate under United Kingdom GAAP) specific provisions, accruals or creditors adequate to cover, or full particulars in notes, of all Taxation (including deferred taxation) and other liabilities (whether quantified, contingent or otherwise) of the Group and the Company as at the Accounts Date or (as the case may be) the date to which they were prepared; and
(d) are not affected by any unusual or non-recurring items.
