Audited and Unaudited Financial Statements. (i) The Borrower Audited Financial Statements (x) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein and (y) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the respective dates thereof and their results of operations for the respective periods covered thereby in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein.
(ii) The Target Audited Financial Statements (x) were prepared in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein and (y) fairly present in all material respects the financial condition of Target and its Subsidiaries as of the dates thereof and their results of operations for the respective periods covered thereby in accordance with GAAP consistently applied throughout the respective periods covered thereby, except as otherwise expressly noted therein.
(iii) The Borrower Quarterly Financial Statements (x) were prepared in accordance with GAAP, except as otherwise expressly noted therein and for year-end audit adjustments and absence of footnotes and (y) fairly present in all material respects the financial condition of the Borrower and its Subsidiaries as of the date and for the period to which they relate.
(iv) The Target Quarterly Financial Statements (x) were prepared in accordance with GAAP, except as otherwise expressly noted therein and for year-end audit adjustments and absence of footnotes and (y) fairly present in all material respects the financial condition of the Target and its Subsidiaries as of the date and for the period to which they relate.
Audited and Unaudited Financial Statements. The Company’s audited and unaudited financial statements filed with the Commission (the “Company Financial Statements”) fairly present the assets, liabilities, results of the operations and changes in stockholders' equity and financial position of the Company for the respective periods or as of the respective dates therein set forth. The books and records of the Company are true and complete in all material respects and have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements.
Audited and Unaudited Financial Statements. Newtek has furnished to Exponential the Newtek Financial Statements (as defined below). The Newtek Financial Statements (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes) the assets, liabilities, results of the operations and changes in stockholders' equity and financial position of Newtek for the respective periods or as of the respective dates therein set forth; and the Financial Statements (including the related notes, where applicable) have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as indicated in the notes thereto. The books and records of Newtek are true and complete in all material respects and have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements. "Newtek Financial Statements" as used in this Section 4.05 means (i) the consolidated balance sheets (including related notes and schedules, if any) of Newtek as of December 31, 2000, and the statements of operations, changes in stockholders' equity and cash flows (including related notes and schedules, if any) of Newtek for the year ended December 31, 2000, together with the audit report of PricewaterhouseCoopers, LLP thereon; and (ii) the unaudited balance sheets of Newtek as of September 30, 2001, and the related unaudited statements of income, changes in stockholders' equity and cash flows, as set forth in Newtek's Form 10-Q as filed with the Securities Exchange Commission ("SEC"), for the nine-month period then ended.
Audited and Unaudited Financial Statements. Prior to the Closing Date, the Administrative Agent and each of the lenders have received: (i) the financial statements of Carlisle and its consolidated Subsidiaries (and its respective predecessors) as of December 31, 2006 and the consolidated balance sheet of Carlisle and its consolidated Subsidiaries (and its respective predecessors), and the related consolidated statements of income and statement of cash flows as of June 30, 2007, together with a certification by an Independent Accountant reasonably acceptable to the Administrative Agent (acting at the direction of the Majority Lenders), to the effect that such statements fairly present in all material respects the consolidated financial condition of Carlisle and its consolidated Subsidiaries (and its respective predecessors) as of the dates indicated and the results of their consolidated operations and changes in financial position for the periods indicated in conformity with GAAP applied on a basis consistent with prior years except as disclosed therein (which report shall be without a “going concern” or like qualification or exception and without any qualification or exception as to the scope of such audit), and (ii) the balance sheet of Carlisle and its consolidated Subsidiaries as of June 30, 2007 and the related consolidated statements of income for such fiscal quarter and the related consolidated statements of cash flows for the elapsed portion of the fiscal year ended with the last day of such fiscal quarter, all of which shall be certified by the chief financial officer or other Authorized Officer of Carlisle that they fairly present in all material respects in accordance with GAAP the consolidated financial condition of Carlisle and its consolidated Subsidiaries as of the dates indicated and the consolidated results of their operations and/or changes in their cash flows for the periods indicated, subject to normal year-end audit adjustments and the absence of footnotes.
Audited and Unaudited Financial Statements. The Administrative Agent shall have received (a)(i) GAAP audited consolidated balance sheets and related statements of comprehensive income, and cash flows of the Company and (ii) GAAP audited consolidated balance sheets and related statements of operations and comprehensive income, and cash flows of the Business, in each case for the last three fiscal years of the Company or in the case of the Business the last two fiscal years (as the case may be) to have been completed at least 90 days prior to the Closing Date, and (b)(i) GAAP unaudited consolidated balance sheets and related statements of comprehensive income, and cash flows of the Company and (ii) GAAP unaudited consolidated balance sheets and related statements of operations and comprehensive income, and cash flows of the Business, in each case for each subsequent fiscal quarter of the Company or the Business (as the case may be) ended at least 45 days before the Closing Date.
Audited and Unaudited Financial Statements. WESTERN has furnished to SOOUM its financial statements for the period ending ___________, 20___ (the "WESTERN Financial Statements"). The WESTERN Financial Statements fairly present the assets, liabilities, results of the operations and changes in stockholders' equity and financial position of WESTERN for the respective periods or as of the respective dates therein set forth. The books and records of WESTERN are true and complete in all material respects and have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements.
Audited and Unaudited Financial Statements. Dino has furnished to Gysan its financial statements for the period from inception to September 30, 2012 ("Dino Financial Statements"). The Dino Financial Statements (including the related notes, where applicable) are attached hereto as Exhibit 2.08, and such Dino Financial Statements fairly present the assets, liabilities, results of the operations and changes in stockholders' equity and financial position of Dino for the respective periods or as of the respective dates therein set forth. The books and records of Dino are true and complete in all material respects and have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements.
Audited and Unaudited Financial Statements. Gysan has furnished to Dino the Gysan Financial Statements for the period ending October 31, 2011 and the interim financial statements for the period ending July 31, 2012 (the "Gysan Financial Statements"). The Gysan Financial Statements (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes) the assets, liabilities, results of the operations and changes in stockholders' equity and financial position of Gysan for the respective periods or as of the respective dates therein set forth; and the Financial Statements (including the related notes, where applicable) have been prepared in accordance with Generally Accepted Accounting Principles ("GAAP") consistently applied during the periods involved, except as indicated in the notes thereto.
Audited and Unaudited Financial Statements. JGE has furnished to MCA its financial statements for the period ending February 28, 2007 (the "JGE Financial Statements"). The JGE Financial Statements (including the related notes, where applicable) are attached hereto as Exhibit 2.08, and such JGE Financial Statements fairly present the assets, liabilities, results of the operations and changes in stockholders' equity and financial position of JGE for the respective periods or as of the respective dates therein set forth. The books and records of JGE are true and complete in all material respects and have been, and are being, maintained in all material respects in accordance with applicable legal and accounting requirements.
Audited and Unaudited Financial Statements. MCA has furnished to Sellers the MCA Financial Statements for the period ending December 31, 2006 (the "MCA Financial Statements"). The MCA Financial Statements (including the related notes, where applicable) fairly present (subject, in the case of the unaudited statements, to audit adjustments normal in nature and amount and the addition of customary notes) the assets, liabilities, results of the operations and changes in stockholders' equity and financial position of MCA for the respective periods or as of the respective dates therein set forth; and the Financial Statements (including the related notes, where applicable) have been prepared in accordance with generally accepted accounting principles ("GAAP") consistently applied during the periods involved, except as indicated in the notes thereto.
