Common use of Buyer Financial Statements Clause in Contracts

Buyer Financial Statements. Buyer has delivered to Seller its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year ended December 31, 2016, and its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) as at, and for the nine-month period ended September 30, 2017 (collectively, the “Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate and complete in all respects; (ii) are consistent with the books and records of Buyer; (iii) present fairly and accurately, in all material respects, the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and (iv), have been prepared in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Buyer Financial Statements disclosed in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, all indebtedness of the Buyer is set forth in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”), and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by the Buyer or as to which the Buyer has an obligation (contingent or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, or other similar derivative instruments. Buyer does not have any liabilities of any nature, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included on the Buyer Financial Statements pursuant to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes of the most recent Buyer Financial Statements, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Buyer Financial Statements. The Buyer has delivered to Seller its unaudited the Company the following financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year ended December 31, 2016, and its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) as at, and for the nine-month period ended September 30, 2017 (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: (i) Statements are true, accurate and complete in all respects; (ii) are consistent with the books material respects and records of Buyer; (iii) present fairly the consolidated financial position of Buyer Parent and accuratelyits consolidated subsidiaries, in all material respectsincluding Buyer, as of the respective dates thereof and the consolidated results of operations and financial condition and, in the case of the business financial statements referred to in clause (i) above, cash flows of Buyer Parent and its consolidated subsidiaries, including the Buyer, for the respective periods covered or as of their respective dates; and (iv), thereby. The Buyer Financial Statements have been prepared in accordance with U.S. GAAP, GAAP applied on a consistent basis throughout during the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Buyer Financial Statements disclosed involved (except as may be indicated in the SEC Documents complied as to form notes thereto) and fairly presented in all material respects with applicable 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 requirements for Buyer Parent’s or any of its subsidiaries’ prior acquisitions and the published rules and regulations absence of the SEC with respect theretofootnotes). As of the date For purposes of this Agreement, all indebtedness of “subsidiary,” when used with respect to the Buyer is set forth in Section 4.5 of the or Buyer Disclosure Schedule (“Buyer Indebtedness”)Parent, and shall mean and include the principalany corporation, accreted valueassociation, accrued and unpaid interestbusiness entity, prepayment and redemption premiums or penalties (including breakage costspartnership, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank limited liability company or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by which the Buyer or Buyer Parent, as to which the Buyer has an obligation case may be, either alone or together with one or more subsidiaries (contingent A) directly or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations indirectly owns or controls securities or other interests representing more than 50% of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder voting power of such obligation has an existing rightentity, contingent or (B) is entitled, by contract or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property elect, appoint or assets designate directors constituting a majority of the Buyer (whether or not members of such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, entity’s board of directors or other similar derivative instruments. Buyer does not have any liabilities of any nature, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included on the Buyer Financial Statements pursuant to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes of the most recent Buyer Financial Statements, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadinggoverning body.

Buyer Financial Statements. Buyer has delivered to Seller its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) for the fiscal year ended December 31, 2016, and its unaudited financial statements (balance sheet, statement of operations, and statement of cash flows) as at, and for the nine-month period ended September 30, 2017 (collectively, the “Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate and complete in all respects; (ii) are consistent with the books and records of Buyer; (iii) present fairly and accurately, in all material respects, the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and (iv), have been prepared in accordance with U.S. GAAP, applied on a consistent basis throughout the periods covered. Buyer has delivered to Seller or their representatives, or made available through the SEC’s website at xxxx://xxx.xxx.xxx, true and complete copies of the SEC Documents. As of their respective dates, the Buyer Financial Statements disclosed in the SEC Documents complied as to form in all material respects with applicable accounting requirements and the published rules and regulations of the SEC with respect thereto. As of the date of this Agreement, all indebtedness of the Buyer is set forth in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”), and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by the Buyer or as to which the Buyer has an obligation (contingent or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate or currency swaps, caps, collars, options, futures or purchase or repurchase obligations, or other similar derivative instruments. Buyer does not have any liabilities of any nature, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included on the Buyer Financial Statements pursuant to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes of the most recent Buyer Financial Statements, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleading.

Buyer Financial Statements. The consolidated balance sheet -------------------------- of Buyer has delivered to Seller and its unaudited financial subsidiaries as of December 31, 1997 and 1996 and related supplemental consolidated statements (balance sheetof income, statement changes in stockholders' equity and cash flows for each of operations, and statement of cash flows) for the fiscal year three years in the period ended December 31, 20161997, and its unaudited financial statements (balance sheettogether with the notes thereto, statement of operationsaudited by Xxxxx X. Xxxx & Associates, and statement of cash flows) as at, and for the nine-month period ended September 30, 2017 L.L.C. (collectively, the “"Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate and complete in all respects; (ii) are consistent with the books and records of Buyer; (iii) present fairly and accurately, in all material respects, the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and (iv"), have been prepared in accordance with U.S. GAAPgenerally accepted accounting principles, applied on a consistent basis throughout contain no material omission, present fairly the consolidated financial position of Buyer and its subsidiaries at the dates thereof and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its subsidiaries for the periods coveredstated therein and are derived from the books and records of Buyer and its subsidiaries, which are complete and accurate in all material respects and have been maintained in accordance with good business practices. Neither Buyer nor any of its subsidiaries has any material contingent liabilities that are not described in the Buyer Financial Statements. Attached hereto as Schedule 3.4 are true and ------------ complete copies of Buyer's Annual Report on Form 10-KSB for the year ended December 31, 1997 and Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1998 and June 30, 1998 (collectively, the "SEC Reports"). Buyer has delivered timely filed any and all material reports, registrations and statements, together with any required amendments thereto, that it was required to Seller or their representativesfile with the Securities and Exchange Commission (the "SEC"), or made available through the SEC’s website at xxxx://xxx.xxx.xxxincluding, true but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and complete copies of the SEC Documentsproxy statements. As of each of their respective dates, the Buyer Financial Statements disclosed in the SEC Documents Reports complied as to form in all material respects with applicable accounting requirements and all the published rules and regulations of promulgated by the SEC. With respect to the SEC Reports, there is no material unresolved violation, criticism or exception by the SEC with respect thereto. As of the date of this Agreement, all indebtedness of the Buyer is set forth in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”), and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by the Buyer or as to which the Buyer has an obligation (contingent or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate report or currency swaps, caps, collars, options, futures or purchase or repurchase obligationsstatement filed by, or other similar derivative instruments. Buyer does not have any liabilities of any natureexaminations of, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included on the Buyer Financial Statements pursuant to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes of the most recent Buyer Financial Statements, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingBuyer.

Buyer Financial Statements. The consolidated balance sheet -------------------------- of Buyer has delivered to Seller and its unaudited financial subsidiaries as of December 31, 1997 and 1996 and related supplemental consolidated statements (balance sheetof income, statement changes in stockholders' equity and cash flows for each of operations, and statement of cash flows) for the fiscal year three years in the period ended December 31, 20161997, and its unaudited financial statements (balance sheettogether with the notes thereto, statement of operationsaudited by Xxxxx X. Xxxx & Associates, and statement of cash flows) as at, and for the nine-month period ended September 30, 2017 L.L.C. (collectively, the “"Buyer Financial Statements”). The Buyer Financial Statements: (i) are true, accurate and complete in all respects; (ii) are consistent with the books and records of Buyer; (iii) present fairly and accurately, in all material respects, the results of operations and financial condition of the business of Buyer for the respective periods covered or as of their respective dates; and (iv"), have been prepared in accordance with U.S. GAAPgenerally accepted accounting principles, applied on a consistent basis throughout present fairly the consolidated financial position of Buyer and its subsidiaries at the dates thereof and the consolidated results of operations, changes in stockholders' equity and cash flows of Buyer and its subsidiaries for the periods coveredstated therein and are derived from the books and records of Buyer and its subsidiaries, which are complete and accurate in all material respects and have been maintained in accordance with good business practices. Neither Buyer nor any of its subsidiaries has delivered to Seller or their representatives, or made available through any material contingent liabilities that are not described in the SEC’s website at xxxx://xxx.xxx.xxx, Buyer Financial Statements. Attached hereto as Schedule 3.4 are true and complete copies ------------ of Buyer's Annual Report on Form 10-KSB for the year ended December 31, 1997 and Quarterly Reports on Form 10-QSB for the quarters ended March 31, 1998 and June 30, 1998 (collectively, the "SEC DocumentsReports"). Buyer has timely filed any and all material reports, registrations and statements, together with any required amendments thereto, that it was required to file with the Securities and Exchange Commission (the "SEC"), including, but not limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and proxy statements. As of each of their respective dates, the Buyer Financial Statements disclosed in the SEC Documents Reports complied as to form in all material respects with applicable accounting requirements and all the published rules and regulations of promulgated by the SEC. With respect to the SEC Reports, there is no material unresolved violation, criticism or exception by the SEC with respect thereto. As of the date of this Agreement, all indebtedness of the Buyer is set forth in Section 4.5 of the Buyer Disclosure Schedule (“Buyer Indebtedness”), and shall mean and include the principal, accreted value, accrued and unpaid interest, prepayment and redemption premiums or penalties (including breakage costs, penalties and fees), if any, unpaid fees or expenses and other monetary obligations as of such time in respect of: (a) all indebtedness of the Buyer for borrowed money or for the deferred or unpaid purchase price of property or services; (b) any other indebtedness of the Buyer which is evidenced by a note, bond, debenture or similar instrument or commercial paper (including a purchase money obligation); (c) all deferred obligations of the Buyer to reimburse any bank or other person in respect of amounts paid or advanced under a letter of credit, surety bond, performance bond or other instrument; (d) all indebtedness of others guaranteed, directly or indirectly, by the Buyer or as to which the Buyer has an obligation (contingent or otherwise) that is substantially the economic equivalent of a guarantee; (e) all obligations of the Buyer under financing or capital leases; (f) all indebtedness of others secured by (or for which the holder of such obligation has an existing right, contingent or otherwise, to be secured by) any Lien other than Permitted Encumbrances on any property or assets of the Buyer (whether or not such obligation is assumed by the Buyer); (g) the aggregate net liability pursuant to any derivative instruments, including any interest rate report or currency swaps, caps, collars, options, futures or purchase or repurchase obligationsstatement filed by, or other similar derivative instruments. Buyer does not have any liabilities of any natureexaminations of, including without limitation expenses, whether accrued, absolute, contingent or otherwise, and whether due or to become due or whether or not required to be included on the Buyer Financial Statements pursuant to the U.S. GAAP, probable of assertion or not, except liabilities that are reflected or disclosed in the notes of the most recent Buyer Financial Statements, or were incurred in the Ordinary Course of Business and in the aggregate do not exceed $50,000. No other information provided by or on behalf of Buyer to Seller which is not included in the SEC Documents, including, without limitation, information referred to in this Agreement, contains any untrue statement of a material fact or omits to state any material fact necessary in order to make the statements therein, in the light of the circumstances under which they were made, not misleadingBuyer.