Common use of Buyer Financial Statements Clause in Contracts

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. Each Buyer previously has delivered to Seller a true and correct copy of the Buyer's consolidated financial statements balance sheet as of Buyer for the fiscal year ended December 31, 1998 1999 and related consolidated statements of income, changes in shareholders' equity and cash flows for the two-year period then ended, together with the notes thereto, audited by Xxxxxxxx & Associates, and Buyer's unaudited consolidated balance sheet as of September 30, 2000 and related unaudited consolidated statements of income and cash flows for the nine-month period then ended (collectively, the "1998 FinancialsBuyer Financial Statements"), audited by Richard A. Eisner & Company, XXX, xxx xxxxxxted which 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 have been 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) GAAP and present fairly present the consolidated financial position of Buyer as and its Subsidiaries at the respective dates date thereof and the consolidated results of its operations operations, changes in shareholders' equity and cash flows of Buyer and its Subsidiaries for the periods indicatedstated therein, except that the unaudited interim financial statements as included in the case of interim Buyer Financials do not contain all the footnotes that would be required Financial Statements for the 1998 Financials absence of footnotes and were or are subject to normal year-end adjustments adjustments. The Buyer Financial Statements are derived from the books and records of Buyer and its Subsidiaries, which were not, or are complete and accurate in all material financial 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 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 described 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.Financial Statements. 20next page

Buyer Financial Statements. Each (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 financial 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 fiscal year six months ended December 31, 1998 2015 (all of the "1998 Financials"), audited by Richard A. Eisner & Company, XXX, xxx xxxxxxted foregoing financial statements for are collectively referred to as the nine month period ended September 30, 1999, including, in each case, any related notes thereto, delivered by “Buyer to Seller Financial Statements”). (the "b) The Buyer Financials"), including any financial statements of Buyer prepared after the date hereof and prior to the Closing, was and shall be Financial Statements (i) have been prepared in accordance conformity with generally accepted GAAP applied consistently through the periods covered thereby without material modification of the accounting principles used therein, and ("GAAP"ii) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position condition of the Buyer and its Subsidiaries as at of the respective dates thereof and the consolidated results of its the operations and cash flows of the Buyer and its Subsidiaries for the respective fiscal periods indicatedcovered 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 interim financial statements as included in the Buyer Financials Financial Statements do not contain all the footnotes that would be required for the 1998 Financials and were or are subject to normal year-end audit adjustments (which were not, or are shall not expected to be, 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 Buyer does not maintain any “off-balance sheet arrangement” within the SEC Reports.meaning of Item 303 of Regulation S-K.

Buyer Financial Statements. Each The consolidated balance sheet -------------------------- of Buyer and its subsidiaries as of December 31, 1997 and 1996 and related supplemental consolidated statements of income, changes in stockholders' equity and cash flows for each of the consolidated financial statements of Buyer for three years in the fiscal year period ended December 31, 1998 1997, together with the notes thereto, audited by Xxxxx X. Xxxx & Associates, L.L.C. (collectively, the "1998 FinancialsBuyer Financial Statements"), 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 have been 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 principles, contain no material omission, present fairly present the consolidated financial position of Buyer as and its subsidiaries at the respective dates thereof and the consolidated results of its operations operations, changes in stockholders' equity and cash flows of Buyer and its subsidiaries for the periods indicatedstated therein and are derived from the books and records of Buyer and its subsidiaries, except 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 the unaudited interim financial statements as included are not described in the Buyer Financials do 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 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 contain limited to, Forms 10-KSB, Forms 10-QSB, Forms 8-K and proxy statements. As of each of their respective dates, the Buyer SEC Reports complied in all material respects with all the footnotes that would be required for rules and regulations promulgated by the 1998 Financials and were or are subject SEC. With respect 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, there is no material unresolved violation, criticism or exception by the SEC with respect to any report or statement filed by, or any examinations of, Buyer.