Business Financial Statements. The Company has delivered to the Purchasers complete and correct copies of the audited consolidated balance sheets of the Company and its Subsidiaries as of December 31, 1998 and December 31, 1997, and the related audited supplemental consolidated statements of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the years ended December 31, 1998, 1997 and 1996. Such audited financial statements are hereinafter referred to as the "Financial Statements." The Financial Statements are accompanied by the report of Ernst & Young LLP, which state that the Financial Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the corporations to which they relate as of the respective dates specified and the results of their operations and changes in financial position for the respective periods specified, and that the audit by such accountants of the Financial Statements has been made in accordance with generally accepted auditing standards. The Company has also delivered to the Purchasers complete and correct copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 1999, and the related unaudited consolidated statement of operations, stockholders' equity and cash flows of the Company and its Subsidiaries for the three month period ended on such date. Such unaudited financial statements are hereinafter referred to as the "Unaudited Statements." The Unaudited Statements have been prepared in accordance with GAAP consistently applied throughout the periods involved (except as otherwise specified therein) and present fairly the financial position of the Company and its Subsidiaries as of the respective dates specified, and the results of their operations and changes in cash flows for the respective periods specified. As of the date of this Agreement, the Purchasers are not aware that this representation is incorrect in any material respect.
Business Financial Statements. Attached to Section 3.3 of the Seller Disclosure Schedules is a true, correct and complete copy of the unaudited statement of assets and liabilities of the Business as of December 25, 2005, and the related unaudited statements of revenues and expenses for the twelve (12) month period then ended (the “Business Financial Statements”). The Business Financial Statements are derived from the books and records of Knight Ridder and the audited consolidated financial statements of Knight Ridder (which were prepared in accordance with United States generally accepted accounting principles (“GAAP”)), and fairly present, in all material respects, the assets and the liabilities of the Business as of the dates thereof, and the results of operations of the Business for the periods then ended.
Business Financial Statements. The balance sheet accounts associated with the Business (as defined in the Specified Acquisition Agreement) for the fiscal years ended December 31, 2021 and December 31, 2020 and, to the knowledge of the Company, the related adjusted statements of operations and statement of profits and losses for the fiscal year then ended (such items, together with the notes and schedules thereto, collectively, the “Business Financial Information”), in each case, (x) has been derived from the books and records of the Seller (as defined in the Specified Acquisition Agreement), the other Seller Entities (as defined in the Specified Acquisition Agreement) and their respective Subsidiaries and includes the application of certain management judgements made in good faith, (y) were prepared as between such Business Financial Information on a comparable basis in accordance with GAAP and on the basis of the same accounting principles, methods and procedures, consistently applied in all material respects throughout the period covered thereby, except as otherwise expressly noted therein, and (z) fairly present, in accordance with GAAP, in all material respects, the combined financial position of the Business (as defined in the Specified Acquisition Agreement) as of the date thereof and the combined results of operations of the Business for the period covered thereby, subject, in the case of unaudited adjusted statements of operations and statement of profits and losses, to the absence of footnotes and to normal year-end audit adjustments; provided, that the Business Financial Information and the foregoing representations and warranties are qualified by the fact that the Business has not been operated as a separate standalone entity and therefore the Business Financial Information does not include all of the costs necessary for the Business to operate as a separate standalone entity, nor does it necessarily represent the financial, operating or other results of the Business had the Business been operated as a standalone entity.
Business Financial Statements. The parties acknowledge that Purchaser is an indirect wholly-owned subsidiary of NPC Restaurant Holdings, LLC ("Parent"), which files reports with the Securities and Exchange Commission ("SEC") in order to comply with its obligations under an indenture relating to outstanding debt securities, and that Parent may be required to file with the SEC financial statements and pro forma financial information relating to the operation of the Business prior to the Effective Time. In the event that Parent is required to file such financial statements and pro forma financial information with the SEC, (a) Seller shall reasonably cooperate with Parent, at Parent's cost, in connection with Parent's preparation and filing of such financial statements and pro forma financial information in a timely manner and (b) Seller shall afford Parent and its employees and advisors, including Parent's accountants, with access upon reasonable notice and during normal business hours to the applicable employees and advisors of the Seller and to the applicable books, papers, records and other documents of Seller relating to the Business that are reasonably necessary for the preparation of the required financial statements and financial information.
Business Financial Statements. The Company has delivered to the Purchaser complete and correct copies of (a) the audited balance sheets of the Company and its Subsidiaries as of December 31, 1993, 1994 and 1995, and the audited statements of earnings, shareholders' equity and cash flows of the Company and its Subsidiaries for the fiscal years then ended, together with the opinion thereof of Faulkner Mackie & Cochran, P.C., independent accountants, in the case xx xxx xxxxxx xearx xxxxx December 31, 1993 and 1994, and Ernst & Young, LLP, independent accountants, in the case of the fiscal year ended December 31, 1995, (b) the unaudited balance sheet of the Company and its Subsidiaries as of June 30, 1996, and the related unaudited statement of earnings and shareholders' equity of the Company for the six months then ended, (c) the audited balance sheet of Direct as of December 31, 1995, and the audited statements of earnings, shareholders' equity and cash flows of Direct for the fiscal year then ended, together with the opinion thereon of Ernst & Young, LLP, independent accountants, and (d) the unaudited balance sheet of Direct as of June 30, 1996, and the audited statements of earnings and shareholders' equity of Direct for the six months then ended (together with the financial statements described in clauses (a), (b) and (c), the "Financial Statements"). The Financial Statements have been prepared in accordance with generally accepted accounting principles (or, in the case of the Financial Statements of Direct, Statutory Accounting Principles) applied on a consistent basis throughout the periods specified (except such changes as are therein specified and except, in the case of such unaudited financial statements, for the absence of the statement of cash flows and footnotes), and present fairly the financial position of the Company and its consolidated Subsidiaries as of the respective dates specified and the consolidated results of their operations and changes in financial position for the respective periods specified, subject, in the case of such unaudited financial statements, to year-end adjustments.
Business Financial Statements. (a) Selling Entities have provided CTB with the Financial Statements referred to in Section 4.4 above and the Financial Information referred to in Section 6.3 above.
Business Financial Statements. Seller has delivered to Buyer the Balance Sheet, which has been prepared by the financial and accounting staff of Seller. The Balance Sheet presents fairly, in all material respects, the Purchased Assets and Assumed Obligations as of June 30, 1999.
Business Financial Statements. The Company has delivered to you complete and correct copies of (a) the annual report to stockholders of ONS for the fiscal year ended December 31, 1995 (the "Annual Report"), (b) the annual report to the Commission of ONS on Form 10-K for the fiscal year ended December 31, 1995 (the "10-K") and (c) the report to the Commission on ONS for the fiscal quarter ended September 30, 1996 (the "10-Q"). The Annual Report and the 10-K correctly describe, as of their respective dates, the business then conducted by ONS and its Subsidiaries and proposed to be conducted by the Company, ONS and the Subsidiaries. The 10-K includes the consolidated financial statements of ONS and the Subsidiaries for each of the fiscal years ended December 31, 1994 and 1995 accompanied by the report thereon of Ernst & Young LLP, certified public accountants. All of said financial statements (including in each case the related schedules and notes) fairly present in all material respects the consolidated financial position of ONS and the Subsidiaries as of the respective dates specified in the 10-K and the consolidated results of their operations and cash flows for the respective periods so specified and have been prepared in accordance with GAAP consistently applied throughout the periods involved except as set forth in the notes thereto and subject in the case of unaudited financial statements to normal recurring audit adjustments.
Business Financial Statements. The Company has furnished you with the following documents and financial statements:
Business Financial Statements. The Sellers shall cooperate with Buyer and Buyer Parent and use their reasonable efforts to provide Buyer and Buyer Parent within sixty eight (68) days of the Closing Date with the First Aid Division (“FAD”) financial information necessary for the Buyer and Buyer Parent to file with the Securities and Exchange Commission the financial information required under Item 310(c) of Regulation S-B promulgated under the Securities Act of 1933, as outlined below, within 75 days after the Closing Date, as follows:
