Buyer Financial Statements. The Buyer has delivered to the Company the following financial statements (collectively, the “Buyer Financial Statements”): (i) the unaudited consolidated balance sheet of Concerto Software Group Holdings Ltd, the ultimate parent corporation of the Buyer (“Buyer Parent”), and its consolidated subsidiaries, including Buyer, as of December 31, 2004, and the related unaudited consolidated income statement and statement of cash flows of Buyer Parent and its consolidated subsidiaries, including Buyer, for the year then ended; and (ii) the unaudited consolidated balance sheet of Buyer Parent and its consolidated subsidiaries, including Buyer, as of May 31, 2005 (the “Buyer Balance Sheet”), and the related unaudited consolidated income statement of Buyer Parent and its consolidated subsidiaries, including Buyer, for the five (5) months then ended. The Buyer Financial Statements are accurate and complete in all material respects and present fairly the consolidated financial position of Buyer Parent and its consolidated subsidiaries, including Buyer, as of the respective dates thereof and the consolidated results of operations and, in the case of the financial statements referred to in clause (i) above, cash flows of Buyer Parent and its consolidated subsidiaries, including the Buyer, for the periods covered thereby. The Buyer Financial Statements have been prepared in accordance with GAAP applied on a consistent basis during the periods involved (except as may be indicated in the notes thereto) and fairly presented in all material respects the consolidated financial position of Buyer Parent and its consolidated subsidiaries, including the Buyer, as of the dates thereof and their consolidated results of operations for the periods then ended (subject to normal year-end audit adjustments and any adjustments that may be required to reflect purchase accounting for Buyer Parent’s or any of its subsidiaries’ prior acquisitions and the absence of footnotes). For purposes of this Agreement, “subsidiary,” when used with respect to the Buyer or Buyer Parent, shall mean any corporation, association, business entity, partnership, limited liability company or other person of which the Buyer or Buyer Parent, as the case may be, either alone or together with one or more subsidiaries (A) directly or indirectly owns or controls securities or other interests representing more than 50% of the voting power of such entity, or (B) is entitled, by contract or otherwise, to elect, appoint...
Buyer Financial Statements. The supplemental consolidated and parent company only balance sheets of Buyer and its Subsidiaries as of December 31, 1995, 1994 and 1993 and related supplemental consolidated and parent company only statements of income, cash flows and changes in stockholders' equity for each of the three years in the three-year period ended December 31, 1995, together with the notes thereto, au- dited by KPMG Peat Marwick ("Buyer Auditors") and included in Buyer's current report on Form 8-K dated May 31, 1995 as filed with the SEC, and the unaudited consolidated balance sheets of Buyer and its Subsidiaries as of March 31, June 30, and Septem- ber 30, 1996 and the related unaudited consolidated statements of income and cash flows for the periods then ended included in quarterly reports on Form 10-Q (including amendments thereto) as filed with the SEC (collectively, the "Buyer Financial Statements"), have been prepared in accordance with GAAP, present fairly the consolidated financial position of Buyer and its Subsidiaries at the dates and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its Subsidiaries for the periods stated therein and are derived from the books and records of Buyer and its Subsid- iaries, which are complete and accurate in all material re- spects and have been maintained in all material respects in accordance with applicable laws and regulations. Neither Buyer nor any of its Subsidiaries has any material contingent li- abilities that are not reflected in the Buyer Reports (defined below) or disclosed in the financial statements described above.
Buyer Financial Statements. Buyer shall have delivered to Seller the Buyer Financial Statements and shall have prepared and delivered to Seller or Seller’s independent auditors all financial statements and information necessary for inclusion in the audited combined financial statements, referenced in Sections 5.13 and 6.1(d), for the combined operations of Buyer and Seller as may be required to be filed with the SEC as an Exhibit to Form 8-K not later than four (4) days following the Closing Date.
Buyer Financial Statements. Buyer’s financial statements supplied to Seller, together with the notes thereto, are complete and correct in all material respects and present fairly in all material respects the financial position and the results of operations of Buyer as of the dates and for the periods therein indicated, and all such statements have been prepared and conformed with accounting principles generally applied on a consistent basis throughout the periods involved. Since the last date of such financial statements, there has not been any material adverse effect on the business, assets, liabilities (actual or contingent), earnings, financial or other conditions or other operations of Buyer.
Buyer Financial Statements. Each of the consolidated financial statements of Buyer for the fiscal year ended December 31, 1998 (the "1998 Financials"), audited by Richard A. Eisner & Company, XXX, xxx xxxxxxted financial statements for the nine month period ended September 30, 1999, including, in each case, any related notes thereto, delivered by Buyer to Seller (the "Buyer Financials"), including any financial statements of Buyer prepared after the date hereof and prior to the Closing, was and shall be prepared in accordance with generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present the consolidated financial position of Buyer as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, except that the unaudited interim financial statements as included in the Buyer Financials do not contain all the footnotes that would be required for the 1998 Financials and were or are subject to normal year-end adjustments which were not, or are not expected to be, material in amount. The unaudited balance sheet of Buyer as of September 30, 1999 is hereinafter referred to as the "Buyer Balance Sheet." Except as disclosed in the Buyer Financials, Buyer does not have any liabilities (absolute, accrued, contingent or otherwise) of a nature required to be disclosed on a balance sheet or in the related notes to the consolidated financial statements prepared in accordance with GAAP which are, individually or in the aggregate, material to the business, results of operations or financial condition of Buyer, except liabilities (a) provided for in the Buyer Balance Sheet, (b) incurred since the date of the Buyer Balance Sheet in the ordinary course of business consistent with past practices and consistent with its growth, or (c) disclosed in the SEC Reports.
Buyer Financial Statements. (a) The Buyer has made available to Company correct and complete copies of (i) the audited consolidated balance sheet of the Buyer and its Subsidiaries as of each of the fiscal years ended June 30, 2015 and 2014 and the related audited consolidated statements of income, stockholders’ equity and cash flows for each of the fiscal years ended June 30, 2015 and 2014 (including the notes or other supplementary information thereto), and (ii) the unaudited consolidated balance sheet of the Buyer and its Subsidiaries as of December 31, 2015 and the unaudited consolidated statements of income, stockholders’ equity and cash flows for the six months ended December 31, 2015 (all of the foregoing financial statements are collectively referred to as the “Buyer Financial Statements”).
(b) The Buyer Financial Statements (i) have been prepared in conformity with GAAP applied consistently through the periods covered thereby without material modification of the accounting principles used therein, and (ii) fairly present in all material respects the financial condition of the Buyer and its Subsidiaries as of the respective dates thereof and the consolidated results of the operations and cash flows of the Buyer and its Subsidiaries for the respective fiscal periods covered thereby, in each case in accordance with GAAP, except (A) as indicated in any notes or other supplementary information thereto, and (B) that the unaudited Buyer Financial Statements do not contain footnotes and are subject to normal year-end audit adjustments (which shall not be material individually or in the aggregate).
(c) The Buyer does not maintain any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K.
Buyer Financial Statements. The Buyer Financial Statements: (a) if audited, are true and correct in all material respects, (b) fairly present the financial condition and results of operations of Buyer as of the dates and for the periods so indicated, (c) are derived from and consistent with the books and records, and (d) have been prepared in accordance with GAAP on a basis consistent throughout the periods indicated and consistent with each other (except that the unaudited quarterly financial statements included in Buyer Financial Statements need not contain the footnotes required by GAAP and are subject to normal year end audit adjustments which are not material in amount).
Buyer Financial Statements. The Buyer Financial Statements have been prepared in accordance with IFRS applied on a basis consistent with prior periods: (i) are correct and complete in all material respects and present fairly in all material respects, the assets and liabilities (whether accrued, absolute, contingent or otherwise) and financial condition of the Buyer and the Buyer Subsidiaries as at their respective dates and the results of operations and cash flows of the Buyer and the Buyer Subsidiaries for the periods covered by the Buyer Financial Statements; and (ii) contain and reflect adequate provision or allowance for all reasonably anticipated liabilities, expenses and losses of the Buyer and the Buyer Subsidiaries and there has been no change in the accounting policies or practices of the Buyer and the Buyer Subsidiaries since the date of the Buyer Financial Statements. The Buyer has not declared or paid any dividends or declared or made any other payments or distributions on or in respect of any of its shares and has not, directly or indirectly, redeemed, purchased or otherwise acquired any of its securities or agreed to do so or otherwise effected any return of capital with respect to such securities.
Buyer Financial Statements. The consolidated financial statements of the Buyer and its subsidiaries included in the Buyer SEC Reports complied, as of the dates thereof, as to form in all material respects with the applicable rules and regulations of the SEC with respect thereto. The consolidated financial statements of the Buyer and its subsidiaries included in the Buyer SEC Reports present fairly, in all material respects, the financial position of the Buyer and its subsidiaries as of the dates thereof, and the results of operations and cash flows for the periods set forth therein (subject, in the case of unaudited statements, to the absence of notes and normal year-end audit adjustments), in each case in conformity with U.S. GAAP, except as may be noted therein.
Buyer Financial Statements. The audited consolidated financial statements and unaudited consolidated interim financial statements of Buyer included or incorporated by reference in the Buyer SEC Documents fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the consolidated financial position of Buyer and its consolidated Buyer Subsidiaries as of the dates thereof and their consolidated results of operations and cash flows for the periods then ended (subject to normal year-end audit adjustments in the case of unaudited financial statements).
