Company Financial Statements and Internal Controls. (a) Schedule 3.8 sets forth (i) the audited balance sheets of the Company as of December 31, 2012 and 2011, (ii) the audited statements of operations, stockholders’ deficit and cash flows of the Company for the fiscal years ended December 31, 2012, December 31, 2011 and for the period from inception through December 31, 2012, (iii) the unaudited balance sheet (the “Company Balance Sheet”) of the Company as of September 30, 2013 (the “Balance Sheet Date”) and the related unaudited statements of operations, stockholders’ deficit and cash flows of the Company for the nine month period then ended (the financial statements referred to in items (i), (ii) and (iii), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company and in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, except for the absence of footnotes. The Company Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim Company Financial Statements, to normal year-end adjustments, which were not material in amount or significance. Schedule 3.8 also sets forth (x) a report with respect to the Company Financial Statements by the Company’s accountants, which report shall be in form and substance reasonably satisfactory to the Parent; (y) the quarterly breakdowns prepared by management of the Company Financial Statements for the years ended December 31, 2012 and 2011; and (z) unaudited balance sheets and unaudited statements of income, cash flows and other financial information of the Company for any period subsequent to or after December 31, 2012 necessary for the filing of the Parent’s Current Report on Form 8-K in respect of the Transactions.
Company Financial Statements and Internal Controls. (a) Schedule 3.7(a) sets forth (i) the audited consolidated balance sheets and the related audited consolidated statements of operations, of stockholders’ equity and of cash flows of the Company and its Subsidiaries as of and for the fiscal years ended December 31, 2005 and December 31, 2006 and the opinion of Deloitte & Touche LLP, the Company’s independent auditor, thereon, and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Company Balance Sheet”) as of July 31, 2007 (such date, the “Balance Sheet Date”) and the related unaudited consolidated statements of operations, of stockholders’ equity and of cash flows of the Company and its Subsidiaries for the seven-month period then ended (the financial statements referred to in items (i) and (ii), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company and in accordance with generally accepted accounting principles effective in the United States (“GAAP”) applied on a consistent basis throughout the periods indicated and consistent with each other, except for the absence of footnotes in the case of the unaudited interim Company Financial Statements. The Company Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments which are not material in amount or significance. The Company’s revenue recognition policy complies with GAAP.
Company Financial Statements and Internal Controls. (a) Schedule 3.7(a) sets forth (i) the draft audited consolidated balance sheets and the related draft audited consolidated income statements and statements of stockholders’ equity/(deficit) and of cash flows of the Company and its Subsidiaries for the fiscal years ended September 30, 2005 and September 30, 2004 and the opinion of Ernst & Young LLP, the Company’s independent auditor, thereon, and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Company Balance Sheet”) as of June 30, 2006 (the “Balance Sheet Date”) and the related unaudited consolidated income statements and statements of stockholders’ equity/(deficit) and of cash flows of the Company and its Subsidiaries for the nine-month period then ended (the financial statements referred to in items (i) and (ii), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete and have been prepared from the books and records of the Company and in accordance with generally accepted accounting principles effective in the United States (“GAAP”) applied on a consistent basis throughout the periods indicated and consistent with each other, except for the absence of footnotes in the case of the unaudited interim Company Financial Statements. The Company Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows of the Company and its Subsidiaries as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim financial statements, to normal year-end adjustments which are not material in amount or significance. The Company’s revenue recognition policy complies with GAAP.
Company Financial Statements and Internal Controls. (a) (i) The Company has delivered to Parent the audited balance sheets and the related audited statements of income, changes in Sellers’ equity and cash flows of the Company for the fiscal years ended December 31, 2011, December 31, 2012 and December 31, 2013 and the report of Samil PriceWaterhouseCoopers, the Company’s auditor, thereon, and (ii) Schedule 2.7 sets forth (A) the unaudited balance sheet (the “Company Balance Sheet”) of the Company as of December 31, 2014 (the “Balance Sheet Date”) and the related unaudited statements of income, changes in Sellers’ equity and cash flows of the Company for the twelve-month period then ended, and (B) adjustments to such statements (the financial statements referred to in items (i) and (ii) and the stated adjustments thereto, collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company and in accordance with generally accepted accounting principles effective in the Republic of Korea (“Korean GAAP”) (except for the absence of footnotes) applied on a consistent basis throughout the periods indicated and consistent with each other. The Company Financial Statements fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim Company Financial Statements, to normal year-end adjustments that are not material in amount or significance. The Company’s revenue recognition policy is consistent with Korean GAAP.
Company Financial Statements and Internal Controls. (a) The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company and, except as noted on Schedule 2.7(a), in accordance with the Accounting Principles applied on a consistent basis throughout the periods indicated and consistent with each other, except for the absence of notes (and subject to normal year-end adjustments). The Company Financial Statements fairly present, in all material respects, the consolidated financial position, results of operations and cash flows, where applicable, of the Company as of the dates and for the periods indicated therein, subject to the absence of notes, the matters disclosed on Schedule 2.7(a) and to normal year-end adjustments, which adjustments will not be material in amount or significance.
Company Financial Statements and Internal Controls. (a) Schedule 2.7(a) sets forth (i) the audited balance sheets and statements of income and cash flows of the Company as of and for the fiscal years ended December 31, 2018, December 31, 2017 and December 31, 2016, and (ii) the unaudited balance sheet of the Company (the “Company Balance Sheet”) as of May 31, 2019 (the “Balance Sheet Date”) and the related unaudited statements of income for the five-month period then ended (the financial statements referred to in items (i) and (ii), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared from the books and records of the Company in accordance with GAAP, applied on a consistent basis throughout the periods indicated, and the principles, practices and policies set forth on Schedule 2.7(a). The Company Financial Statements fairly present, in all material respects, the financial position, results of operations and cash flows of the Company as of the dates and for the periods indicated therein, subject, in the case of the unaudited interim Company Balance Sheet, to the absence of footnotes and normal year-end adjustments, which were not material in amount or significance.
Company Financial Statements and Internal Controls. (a) Schedule 3.7(a) sets forth (i) the audited consolidated balance sheets and the related audited consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for the fiscal years ended June 30, 2004 and June 30, 2003, and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries (the “Company Balance Sheet”) as of April 30, 2005 (the “Balance Sheet Date”) and the related unaudited consolidated statements of operations, stockholders’ equity and cash flows of the Company and its Subsidiaries for the ten-month period then ended (the financial statements referred to in items (i) and (ii), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete in all material respects and have been prepared in accordance with generally accepted accounting principles effective in the United States (“GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other, except for the absence of footnotes in the case of the unaudited Company Financial Statements. The Company Financial Statements fairly presented, in all material respects, the consolidated financial condition, results of operations and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject, in the case of the unaudited financial statements, to normal year-end adjustments, which were not material in amount or significance.
Company Financial Statements and Internal Controls. (a) Schedule 2.7 sets forth (i) the balance sheets and the related statements of operations, stockholders equity (deficit) and cash flows of the Company for the fiscal years ended December 31, 2004 and December 31, 2005 (the balance sheet included therein at December 31, 2005 being the “Company Balance Sheet”, and December 31, 2005 being the “Balance Sheet Date”), and (ii) the balance sheet of the Company as of March 31, 2006, which balance sheet is the most recent regularly prepared balance sheet of the Company, and the related statements of operations and cash flows of the Company for the three-month period then ended (the “Interim Financial Statements” and together with the financial statements referred to in item (i), the “Company Financial Statements”). The Company Financial Statements are accurate and complete in accordance with the Company’s records and activities. The Company Financial Statements fairly present, in all material respects, the financial condition and results of operations of the Company as of the dates and during the periods indicated therein, subject to possible audit adjustments in accordance with generally accepted accounting principles effective in the United States (“GAAP”), which are not material in amount or significance.
Company Financial Statements and Internal Controls. (a) Schedule 2.7 sets forth (i) the unaudited balance sheets and the related unaudited statements of operations, stockholders equity (deficit) and cash flows of the Company for the fiscal years ended December 31, 2003, December 31, 2004 and December 31, 2005, and for the fiscal quarter ended March 31, 2006, and (ii) the unaudited balance sheet of the Company as of April 30, 2006 (the “Company Balance Sheet,” and April 30, 2006 being the “Balance Sheet Date”) and the related statements of operations and cash flows of the Company for the four-month period then ended (the financial statements referred to in items (i) and (ii), collectively, the “Company Financial Statements”). The Company Financial Statements are accurate and complete and have been prepared in accordance with generally accepted accounting principles effective in the United States (“GAAP”) applied on a basis consistent throughout the periods indicated and consistent with each other, except for the absence of journal entries related to stock compensation, beneficial conversion features related to the Company’s outstanding convertible promissory notes and the recording of interest thereon, and footnotes with respect to the unaudited financial statements referred to in items (i) and
Company Financial Statements and Internal Controls. (a) Schedule 2.7 sets forth the consolidated balance sheets and the related consolidated statements of operations, stockholders equity (deficit) and cash flows of the Company and the Subsidiary for the fiscal years ended December 31, 2006, 2005 and 2004, (the balance sheet included therein at December 31, 2006 being the "Company Balance Sheet", and December 31, 2006 being the "Balance Sheet Date") (collectively, the "Company Financial Statements"). The Company Financial Statements are accurate and complete and have been prepared in accordance with generally accepted accounting principles effective in the United States ("GAAP") applied on a basis consistent throughout the periods indicated and consistent with each other, except for the absence of footnotes. The Company Financial Statements fairly present, in all material respects, the consolidated financial condition, results of operations and cash flows of the Company and the Subsidiary as of the dates and during the periods indicated therein.
