Acquiror Financial Statements. (a) The financial statements, including the related consolidated schedules of investments, of the Acquiror and its Consolidated Subsidiaries included (or incorporated by reference) in the Acquiror SEC Reports (including the related notes, where applicable) (i) fairly present in all material respects the consolidated results of operations, cash flows, changes in net assets and consolidated financial position of the Acquiror and its Consolidated Subsidiaries for the respective fiscal periods or as of the respective dates therein set forth (except that unaudited statements may not contain notes and are subject to recurring year-end audit adjustments normal in nature and amount), (ii) to the Acquiror’s knowledge, have complied as to form, as of their respective dates of filing with the SEC, in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and (iii) have been prepared in all material respects in accordance with GAAP consistently applied during the periods involved, except, in each case, as indicated in such statements or in the notes thereto. Deloitte has not resigned, threatened resignation or been dismissed as the Acquiror’s independent public accountant as a result of or in connection with any disagreements with the Acquiror on a matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure.
(b) Except for (A) liabilities reflected or reserved against on the consolidated unaudited balance sheet of the Acquiror as of September 30, 2023 included in the unaudited financial statements set forth in the Acquiror’s quarterly report on Form 10-Q for the quarter ended September 30, 2023 (the “Acquiror Balance Sheet”), (B) liabilities incurred in the ordinary course of business since September 30, 2023, (C) liabilities incurred in connection with this Agreement and the Transactions, (D) liabilities otherwise disclosed in the Acquiror SEC Reports and (E) liabilities that would not, individually or in the aggregate, reasonably be expected to have a Material Adverse Effect with respect to the Acquiror, neither the Acquiror nor any of its Consolidated Subsidiaries has any liabilities that would be required to be reflected or reserved against in the Acquiror Balance Sheet in accordance with GAAP.
(c) Neither the Acquiror nor any of its Consolidated Subsidiaries is a party to or has any commitment to become a party to any off-balance she...
Acquiror Financial Statements. The audited balance sheet as of December 31, 1996 and 1995, and related statements of operations, shareholder's net investment and cash flows for each of the years in the three-year period ended December 31, 1996, along with the unaudited interim balance sheet as of June 30, 1997 and related statements of operations, shareholder's net investment and cash flows for the six months ended June 30, 1997 and 1996 are contained in the Acquiror Disclosure Schedules (collectively, with the related notes thereto, the "Acquiror Financial Statements"). The Acquiror Financial Statements fairly present the financial condition and results of operations of Acquiror as of the dates and for the periods indicated and have been prepared in conformity with generally accepted accounting principles (subject to normal year-end adjustments) applied on a consistent basis with prior periods, except as otherwise indicated in the Acquiror Financial Statements.
Acquiror Financial Statements. The audited year end financial statements for Acquiror for the two most recent fiscal years and interim unaudited statements for the month ending prior to the date of this Agreement are contained in the Acquiror Disclosure Schedules (collectively, with the related notes thereto, the "Acquiror Financial Statements"). The Acquiror Financial Statements fairly present the financial condition and results of operations of Acquiror as of the dates and for the periods indicated and have been prepared in conformity with generally accepted accounting principles (subject to normal year-end adjustments) applied on a consistent basis with prior periods, except as otherwise indicated in the Acquiror Financial Statements.
Acquiror Financial Statements. The Acquiror Financial Statements were prepared in accordance with generally accepted accounting principles in the United States consistently applied, and fairly present the consolidated financial condition of Acquiror at the respective dates indicated and the results of operations of Acquiror (on a consolidated basis) for the periods covered. Except (a) as disclosed or reflected in the Acquiror Financial Statements and (b) liabilities and obligations (i) incurred in the ordinary course of business and consistent with past practice or (ii) pursuant to the terms of this Agreement, neither Acquiror nor any of its Subsidiaries has incurred any liabilities of any nature, whether accrued, contingent or otherwise (or which would be required by generally accepted accounting principles applicable in the United States to be reflected on a consolidated balance sheet of Acquiror) that have constituted or would be reasonably likely constitute (alone or together with other adverse changes) a Material Adverse Change.
Acquiror Financial Statements. Acquiror's audited consolidated financial statements as at and for the fiscal years ended March 31, 2010 and 2009 (including the notes thereto and related management's discussion and analysis ("Acquiror MD&A") and Acquiror's unaudited consolidated financial statements as at and for the six months ended September 30, 2010 (collectively, the "Acquiror Financial Statements") were prepared in accordance with GAAP consistently applied (except as otherwise indicated in such financial statements and the notes thereto or in the related report of Acquiror's independent auditors) and present fairly in all material respects the consolidated financial condition, results of operations and changes in financial position of Acquiror and its subsidiaries as of the dates thereof and for the periods indicated therein and reflect reserves required by GAAP in respect of all material contingent liabilities, if any, of Acquiror and its subsidiaries on a consolidated basis.
Acquiror Financial Statements. Acquiror has provided or made available to the Company its unaudited balance sheet as of July 31, 2005, and the related unaudited statements of operations for the period ended July 31, 2005 (the “Acquiror Financials”). The Acquiror Financials are true and correct in all material respects. The Acquiror Financials present fairly the Acquiror’s financial condition and operating results as of the dates and during the periods indicated therein.
Acquiror Financial Statements. (a) Attached to Section 3.6(a) of the Acquiror Disclosure Schedule are financial statements of the Acquiror and its Subsidiaries (collectively, the “Acquiror Financial Statements”) consisting of (i) the audited consolidated financial statements (including balance sheets and statements of income and cash flows) of Acquiror and its Subsidiaries for each of the fiscal years ended December 31, 2008 and December 31, 2007 (including the notes contained therein or annexed thereto), which financial statements have been reported on, and are accompanied by, the signed, unqualified opinions of Deloitte & Touche LLP, independent accountants for Acquiror for such years, and (ii) an unaudited consolidated balance sheet of Acquiror and its Subsidiaries as of September 30, 2009 (the “Acquiror Recent Balance Sheet”) and the related unaudited statement of income and cash flows for the nine months then ended. The Acquiror Financial Statements (A) were prepared in accordance with generally accepted accounting principles in the U.S. applied on a consistent basis (except, in the case of unaudited statements, for the absence of footnote disclosure) and with the books and records of Acquiror and its Subsidiaries, and (B) fairly present the assets, liabilities, financial position, results of operations and cash flows of Acquiror and its Subsidiaries as of the dates and for the periods indicated.
(b) Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, Acquiror and its Subsidiaries do not have any material liabilities or obligations that generally accepted accounting principles in the U.S. (as applied by Acquiror on a consistent basis) would require to be reflected or reserved against on a balance sheet, other than (i) liabilities or obligations reflected or reserved against on the Acquiror Recent Balance Sheet and (ii) liabilities or obligations that were incurred since the date of the Acquiror Recent Balance Sheet in the ordinary course of business consistent with past practice that, individually or in the aggregate, have not had and would not reasonably be expected to have a Material Adverse Effect on Acquiror.
Acquiror Financial Statements. Acquiror’s audited financial statements as at and for the fiscal years ended December 31, 2012, 2011 and 2010 (including the notes thereto and related management’s discussion and analysis (“MD&A”)) and Acquiror’s unaudited financial statements as at and for the three and six months ended June 30, 2013 (collectively, the “Acquiror Financial Statements”) were prepared in accordance with IFRS consistently applied (except as otherwise indicated in such financial statements and the notes thereto or in the related report of Acquiror’s independent auditors) and fairly present in all material respects the consolidated financial position, results of operations and changes in financial position of its subsidiaries as of the dates thereof and for the periods indicated therein and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of Acquiror and its subsidiaries on a consolidated basis. There has been no material change in Acquiror’s accounting policies, except as described in the notes to the Acquiror Financial Statements, since December 31, 2012.
Acquiror Financial Statements. As at the Closing Date, the Acquiror SEC Reports contain unaudited quarterly financial statements and audited yearend financial statements (singularly and collectively, the “Acquiror Financial Statements”). The Acquiror Financial Statements fairly present the financial position of Acquiror as at the respective dates thereof and the results of operations of Acquiror for the periods indicated in accordance with GAAP applied on a consistent basis throughout the periods involved. Acquiror has no material contingent Liabilities except as otherwise set forth in the Acquiror Financial Statements. As of the Closing, the Acquiror’s total liabilities shall not exceed $ 10,000.
Acquiror Financial Statements. Acquiror's audited consolidated annual financial statements as at and for the years ended December 31, 2020 and 2019, including the notes thereto and the related management's discussion and analysis (the "Acquiror Financial Statements") were prepared in accordance with IFRS consistently applied (except: (i) as otherwise indicated in such financial statements and the notes thereto or, in the case of audited annual financial statements, in the related report of Acquiror's independent auditors; or (ii) in the case of unaudited interim statements, are subject to normal period end adjustments and may omit notes which are not required by applicable Laws in the unaudited statements) and fairly present in all material respects the consolidated financial position, results of operations and cash flows of Acquiror and its subsidiaries as of the dates thereof and for the periods indicated therein (subject, in the case of any unaudited interim financial statements, to normal period end adjustments) and reflect reserves required by IFRS in respect of all material contingent liabilities, if any, of Acquiror and its subsidiaries on a consolidated basis. There has been no material change in Acquiror's accounting policies, except as described in the notes to the Acquiror's Financial Statements, since December 31, 2020.
