Common use of Company Financial Statements Clause in Contracts

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets.

Appears in 2 contracts

Samples: Share Transfer Agreement, Share Transfer Agreement (Dolby Laboratories, Inc.)

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Company Financial Statements. (a) Section 3.6 4.6 of the Sellers’ Disclosure Schedule Letter sets forth the Company’s (i) the audited consolidated balance sheet of the Company and its Subsidiaries sheets as of December 31, 2006, 2022 and the related audited consolidated statements of incomeoperations, cash flow and shareholdersstockholders’ equity for the twelve (12-) month period then ended, (ii) the Company’s unaudited consolidated balance sheets as of December 31, 2023 and the related unaudited consolidated statements of operations, cash flow and stockholders’ equity for the twelve (12) month period then ended (the items in this clause (ii), the Year-End 2023 Unaudited Financials”), ) and (iiiii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June April 30, 2007 2024 (the “Balance Sheet Date”), ) and the related unaudited consolidated statements of income, operations and cash flow for the four (4) months period then ended and shareholdersthe unaudited statement stockholders’ equity for the six months then ended as of March 31, 2024 (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair correct in all material respects and have been prepared in accordance with GAAP past practices applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of present fairly the consolidated Company’s financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement .” (b) The Accounts Receivable of the CompanyCompany have or will have arisen from bona fide arm’s Working Capital length transactions in the ordinary course of business. There has not been any material adverse change in the collectability of such Accounts Receivable during the past twelve (12) months. Section 4.7(b) of the Disclosure Letter sets forth a list of all such Accounts Receivable that are more than thirty days past due as of the Balance Sheet Date Neither date of this Agreement, and of all such Accounts Receivable classified as doubtful accounts. The Company has no Accounts Receivable from any Person which is an affiliate of the Company nor or from any of the Subsidiaries have filed (equity holder, director, officer or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect employee of the Company or any affiliates thereof. All Accounts Payable of its Subsidiaries. Neither the Company nor any have or will have arisen from bona fide arm’s length transactions in the ordinary course of business. Since December 31, 2022, the Company has paid its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or Accounts Payable in the winding-up or cessation ordinary course of its business. No receiver The Company has no Accounts Payable from any Person that is an affiliate of the Company or administrative receiver from any equity holder, director, officer or liquidator has been appointed in respect employee of the Company or any affiliates thereof. (c) The Company has no Company Products placed with its customers under an understanding permitting their return to the Company other than pursuant to a breach of the Subsidiaries or any of its material assetswarranty.

Appears in 2 contracts

Samples: Merger Agreement (Yext, Inc.), Merger Agreement

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth (ia) the The audited consolidated balance sheet financial statements of the Company at and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period periods ended December 31, 2006 2009 (together with reconstructed as “stand alone” entity for the Interim Financialsperiod beginning January 1, 2009 to the inception of the Company), including the notes therein, and the unaudited financial statements of the Company for the three (3) months ended March 31, 2010 (collectively, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and ”) have been prepared in accordance with GAAP United States generally accepted accounting principles (the “Accounting Principles”) applied on a basis consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP other and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP)delivered to Purchaser. The Company Financials give a true present fairly and fair view of accurately, in all material respects, the consolidated financial condition, condition and operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the CompanyNo independent auditor’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented report in respect of the audited Company Financials, as applicable, contains any material reservation or any supplementary information and such auditor’s report(s) certify, and will certify, as applicable such accounts unconditionally and without qualifications. (b) As of its Subsidiaries. Neither the Effective Date and as of the First Closing Date, as the case may be, except as set forth in the Company’s Financials, the Company nor any had no and will have no material liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected on the Company Financials under the Accounting Principles) not reflected in the Company Financials, other than accounts payable, accrued salaries and other liabilities and obligations that have been incurred in the ordinary course of its Subsidiaries has initiated any proceedings business and consistent with respect to the Company’s past practices since the Effective Date and have not resulted in a compromise material adverse effect on the Company and other than liabilities and obligations incurred in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby. (c) As of the Effective Date and as of the First Closing Date, as the case may be,, no director or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect officer of the Company has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Subsidiaries Company or any of its material assetsinternal accounting controls.

Appears in 2 contracts

Samples: Share Purchase Agreement (INPHI Corp), Share Purchase Agreement (INPHI Corp)

Company Financial Statements. Section 3.6 The Company has previously furnished to Buyer true, correct and complete copies of the Sellers’ Disclosure Schedule sets forth following financial statements (ithe “Company Financial Statements”): (a) the audited consolidated balance sheet sheets of the Company and its Subsidiaries as of December at March 31, 20062012 and March 31, 2011 and the related audited consolidated statements of income, cash flow and shareholderschanges in stockholders’ equity and cash flows for the 12-month period years then ended ended; and (the “Year-End Financials”), (iib) the unaudited consolidated balance sheet sheets of the Company as at December 31, 2012 and its Subsidiaries as of June 30December 31, 2007 (the “Balance Sheet Date”), 2011 and the related unaudited consolidated statements of income, cash flow and shareholderschanges in stockholders’ equity and cash flows for the six nine months then ended (the “Interim Financials”), (iii) a schedule ended. The balance sheet as of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December March 31, 2006 (together with 2012 included in the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively Financial Statements is referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer)Balance Sheet”. The Financials are true and fair balance sheets included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the financial position of the Company as of their respective dates, and have been prepared the related statements of income, changes in accordance stockholders’ equity and cash flows included in the Company Financial Statements (including the related notes thereto) present fairly in all material respects the results of operations of the Company for the periods then ended, all in conformity with GAAP applied on a consistent basis throughout basis; provided, however, that, for the periods indicated avoidance of doubt, the items set forth on Schedule 1.05(a) of the Sellers Disclosure Schedule shall be deemed to be in conformity with GAAP. All of the Inventory of the Company and consistent with each other, including without limitation, that all expenses have been recorded the Company Subsidiaries is usable and salable in accordance with GAAP and all revenue has been recorded in a manner the ordinary course of business consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as such Company Subsidiaries, except for obsolete items and items of the dates and during the periods indicated therein, subject below-standard quality which have been written down to estimated net realizable value in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregateCompany Financial Statements. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet All accounts receivable of the Company that are reflected in the Company Financial Statements represent current and its Subsidiaries as valid obligations arising from sales actually made and are collectible in the ordinary course of business, net of any reserves for such accounts receivable shown on the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets.

Appears in 2 contracts

Samples: Stock Purchase Agreement, Stock Purchase Agreement (Rentech Inc /Co/)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth (ia) the The Company has delivered to Acquiror its audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated financial statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve 12- month period ended December 31, 2006 2020 and its unaudited, consolidated financial statements for the period ended November 30, 2021 (together including, in each case, balance sheets, statements of operations and statements of cash flows) (collectively, the “Financial Statements”), which are included as Schedule 3.7(a) of the Company Disclosure Letter. The Financial Statements (i) are derived from and in accordance with the Interim Financials, the Year-End Financials books and the schedule records of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true , (ii) complied as to form with applicable accounting requirements with respect thereto as of their respective dates, (iii) fairly and fair accurately present, in all material respects respects, the financial condition of the Company at the dates therein indicated and have been the consolidated results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate are or will be material in amount), (iv) are true, correct and complete in all material respects, (v) were prepared in accordance with GAAP IFRS, except for the absence of footnotes in the unaudited Financial Statements, applied on a consistent basis throughout the periods indicated involved and consistent with each other, including without limitation, that all expenses (vi) have been recorded kept accurately in accordance the ordinary course of business consistent in all material respects with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP)Israeli Law. The Financials give a true transactions entered in the Financial Statements represent bona fide transactions, and fair view of the consolidated financial conditionrevenues, operating results expenses, assets and cash flows liabilities of the Company and its Subsidiaries have been properly recorded therein in all material respects. (b) Except as set forth in Schedule 3.7(b) of the Company Disclosure Letter, the Company has no Liabilities of any nature other than (i) those set forth or adequately provided for in the balance sheet included in the Financial Statements as of December 31, 2020 and November 30, 2021 (such date, the dates “Company Balance Sheet Date” and during such balance sheet, the periods indicated therein“Company Balance Sheet”), subject (ii) those incurred in the case conduct of the Interim Financials to normal year-end adjustmentsCompany’s business since the Company Balance Sheet Date in the ordinary course of business that are of the type that ordinarily recur and, which individually or in the aggregate, are not material in nature or amount and do not result from any breach of Contract, warranty, infringement, tort or significance violation of Applicable Law and (iii) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Financial Statements, and other than as set forth in Schedule 3.7(b) of the Company Disclosure Letter, the Company has no off-balance sheet Liability of any individual case nature to, or any financial interest in, any third parties or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of expenses incurred by the Company. All reserves that are set forth in or reflected in the Company Balance Sheet have been established in accordance with IFRS consistently applied and are adequate. Without limiting the generality of the foregoing, the Company has never guaranteed any debt or other obligation of any other Person. (c) Schedule 3.7(c) of the Company Disclosure Letter sets forth a true, correct and complete list of all Company Debt including, for each item of Company Debt, the agreement governing the Company Debt and the interest rate, maturity date, any assets securing such Company Debt and any prepayment or other penalties payable in connection with the repayment of such Company Debt at the Closing. All Company Debt may be prepaid at the Closing without penalty under the terms of the Contracts governing such Company Debt. (d) Schedule 3.7(d) of the Company Disclosure Letter sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the names of all Persons authorized to make withdrawals therefrom. (e) The accounts receivable of the Company (the “Accounts Receivable”) as reflected on Schedule 3.7(e) of the Company Disclosure Letter arose in the ordinary course of business and represent bona fide claims against debtors for sales and other charges, and to the knowledge of the Company the Accounts Receivable are collectible in the book amounts thereof within 90 days following the Agreement Date, less an amount not in excess of the allowance for doubtful accounts provided for in the Company Balance Sheet or in the aggregateCompany Closing Financial Certificate, as the case may be. The Financials Allowances for doubtful accounts and warranty returns have been prepared in accordance with all IFRS consistently applied and in accordance with the Company’s past practice and are sufficient to provide for any losses that may be sustained on realization of the applicable legislation and all current accounting standards applicable to SwedenAccounts Receivable. The unaudited consolidated balance sheet Accounts Receivable arising after the date hereof and before the Closing Date, (i) arose or shall arise in the ordinary course of business, (ii) represented or shall represent bona fide claims against debtors for sales and other charges and (iii) have been collected or are collectible in the book amounts thereof within 60 days following the Agreement Date, less allowances for doubtful accounts and warranty returns determined in accordance with IFRS consistently applied and the Company’s past practice that are or shall be sufficient to provide for any losses that may be sustained on realization of the applicable Accounts Receivable. None of the Accounts Receivable is subject to any claim of offset, recoupment, set-off or counter-claim and, to the knowledge of the Seller and the Company, there are no facts or circumstances (whether asserted or unasserted) that could give rise to any such claim. No material amount of Accounts Receivable is contingent upon the performance by the Company of any obligation or Contract other than normal warranty repair and replacement. No Person has any Encumbrance on any Accounts Receivable, and no agreement for deduction or discount has been made with respect to any such Accounts Receivable. Schedule 3.7(e) of the Company and its Subsidiaries Disclosure Letter sets forth, as of the Balance Sheet Date Agreement Date, an aging of the Accounts Receivable in the aggregate and by customer, and indicates the amounts of allowances for doubtful accounts and warranty returns. Schedule 3.7(e) of the Company Disclosure Letter sets forth, as of the Agreement Date, such amounts of Accounts Receivable that are subject to asserted warranty claims by customers and reasonably detailed information regarding asserted warranty claims made within the last year, including the type and amounts of such claims. (f) The Company has established and maintains a system of internal accounting controls sufficient to provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and made only in accordance with appropriate authorizations of management and the Board, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with IFRS and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the assets of Company and (iv) that the amount recorded for assets on the books and records of the Company is referred compared with the existing assets at reasonable intervals and appropriate action is taken with respect to hereinafter as any differences. None of the “Current Balance Sheet” Company, the Company’s independent auditors and, to the knowledge of the Seller and shall include an itemized statement the Company, any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. None of the Company, and, to the knowledge of the Seller and the Company, any Company Representative has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or its or their internal accounting controls or any material inaccuracy in the financial statements of the Company. No attorney representing the Company, whether or not employed by the Company, has reported to the Board or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company or the Company Representatives or any of its officers, directors, employees or agents. There are no significant deficiencies or material weaknesses in the design or operation of the Company’s Working Capital as of internal controls that could adversely affect the Balance Sheet Date Neither Company’s ability to record, process, summarize and report financial data. There has been no change in the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect accounting policies of the Company or any of its Subsidiaries. Neither since the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolutionCompany’s inception, liquidation or reorganization or except as described in the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsFinancial Statements.

Appears in 2 contracts

Samples: Share Purchase Agreement (Medigus Ltd.), Share Purchase Agreement (ParaZero Technologies Ltd.)

Company Financial Statements. Section 3.6 The consolidated financial statements for the Company and the Company Subsidiaries as of and for the Sellers’ Disclosure Schedule sets forth (i) year ended December 31, 2010 and as of April 30, 2011, in each case provided to Parent prior to the audited consolidated date hereof, are herein referred to as the “Company Financial Statements” and the balance sheet of the Company and its Subsidiaries as of December 31April 30, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (2011 is herein referred to as the “Year-End FinancialsCompany Balance Sheet), (ii) the unaudited consolidated balance sheet . Each of the Company and its Subsidiaries as of June 30Financial Statements (including, 2007 in each case, any related notes thereto): (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iiii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been was prepared in accordance with GAAP accounting principles generally accepted in the United States (“GAAP”) as in effect on the date of such Company Financial Statements (or such other date as may be reflected in such Company Financial Statements), in each case applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices involved (except that as may be indicated in the Interim Financials do not contain notes thereto or, in the case of any unaudited portion of the Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and other presentation items that may be required by GAAPsubject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material). The Financials give a true ; and fair view of (ii) fairly presented, in all material respects, the consolidated financial condition, operating results and cash flows position of the Company and its the Company Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated, consistent with the books and records of the dates Company and during the periods Company Subsidiaries (except as may be indicated thereinin the notes thereto or, subject in the case of any unaudited portion of the Interim Financials Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and may be subject to normal potential year-end adjustments, which adjustments that are not material in amount or significance in any individual case expected, either individually or in the aggregate, to be material). The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet No financial statements of any Person other than the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor Subsidiaries actually included in the Company Financial Statements are required by GAAP to be included in the Company Financial Statements. Except as required by GAAP, the Company has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and most recently ended fiscal year. The Company has not made had any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or material dispute with any of its Subsidiaries. Neither the Company nor auditors regarding accounting matters or policies during any of its Subsidiaries has initiated past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted (or would reasonably be expected to result) in an adjustment to, or any proceedings with respect to a compromise or arrangement with its creditors or for its dissolutionrestatement of, liquidation or reorganization or the winding-up or cessation of its businessCompany Financial Statements. No receiver current or administrative receiver or liquidator has been appointed in respect of former independent auditor for the Company has resigned or been dismissed from such capacity as a result of or in connection with any disagreement with the Company on a matter of the Subsidiaries or any of its material assetsaccounting practices.

Appears in 2 contracts

Samples: Merger Agreement (Synageva Biopharma Corp.), Merger Agreement (Trimeris Inc)

Company Financial Statements. Section 3.6 4.6(a) of the Sellers’ Company Disclosure Schedule sets forth (i) the consolidated audited consolidated balance sheet sheets of the Company and its the Company Subsidiaries as of December 31, 2005 and December 31, 2006, and the related consolidated statements of income, cash flow operations and shareholdersmembers’ equity for the 12-month period fiscal years then ended (collectively, the “Year-End FinancialsAudited Financial Statements”), and (ii) the unaudited consolidated interim balance sheet of the Company and its the Company Subsidiaries as of June September 30, 2007 (the “Company Balance Sheet,” and such date, the “Company Balance Sheet Date”), and the related unaudited consolidated statements of incomeoperations, cash flow flows and shareholdersmembers’ equity for the six months then nine month fiscal periods ended September 30, 2006 and September 30, 2007, respectively (collectively with the Company Balance Sheet, the “Interim FinancialsFinancial Statements”), which Interim Financial Statements have been reviewed by the Company’s independent certified public accounting firm in accordance with Statement of Auditing Standards 100, and (iii) a schedule the interim unaudited and unreviewed statements of operations of the Company Indebtedness and (iv) a statement of comprehensive income the Company Subsidiaries for the six ten month fiscal period ended June 30October 31, 2007 and the twelve eleven month fiscal period ended December 31November 30, 2006 2007 (the “Internal Financials”, and together with the Audited Financial Statements and Interim FinancialsFinancial Statements, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial OfficerStatements”). The Financials are true and fair in all material respects and have been Company Financial Statements were prepared in accordance with GAAP (subject to, in the case of Interim Financial Statements and the Internal Financials, the absence of notes and normal recurring year–end adjustments) applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with the Company’s past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of fairly present the consolidated financial condition, operating condition and results and cash flows of operations of the Company and its the Company Subsidiaries as of the relevant dates thereof and during for the periods indicated thereincovered thereby (except for the Internal Financials which fairly present the results of operations for the relevant periods in all material respects), subject in and for such periods the case results of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet operations of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirementsare correct and complete in all material respects, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect are consistent with the books and records of the Company or any of its Subsidiaries. Neither and the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed (which books and records are correct and complete in respect of the Company or any of the Subsidiaries or any of its all material assetsrespects) in all material respects.

Appears in 2 contracts

Samples: Purchase and Sale Agreement (Volcom Inc), Purchase and Sale Agreement (Volcom Inc)

Company Financial Statements. Section 3.6 (g) Seller has Made Available to Purchaser copies of the Sellers’ Disclosure Schedule sets forth (i) the audited consolidated balance sheet Company’s financial statements of the Company and its Subsidiaries as of December 31, 20062021 (such date, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”)” and such financial statements, and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim FinancialsFinancial Statements), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of Financial Statements present fairly the consolidated Company’s financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject in the case . The books and records of the Interim Financials to normal year-end adjustmentsCompany have been, which and are not being, maintained in all material in amount or significance in any individual case or in the aggregate. The Financials have been prepared respects in accordance with applicable Legal Requirements and accounting requirements and the Financial Statements are consistent with and based upon such books and records. (h) The Company has established and maintains, adheres to and enforces a system of internal accounting controls in accordance with GAAP. Neither the Company, any director or executive officer of the Company, nor to the Company’s Knowledge, any service provider of the Company, has identified or been made aware of (i) any significant deficiency or material weakness in the system of internal accounting controls utilized by the Company, (ii) any fraud, whether or not material, that involves the Company’s management or other Employees who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or (iii) any claim or allegation regarding any of the foregoing. (i) Section 2.6(c) of the Disclosure Schedule provides an accurate and complete breakdown and aging of all applicable legislation accounts receivable, notes receivable and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet other receivables of the Company and its Subsidiaries as of the date of this Agreement. Except as set forth in Section 2.6(c) of the Disclosure Schedule, all existing accounts receivable of the Company (including those accounts receivable reflected on the Financial Statements that have not yet been collected and those accounts receivable that have arisen since the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement have not yet been collected): (i) represent valid obligations of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect customers of the Company arising from bona fide transactions entered into in the ordinary course of business; and (ii) are current and will be collected in full, without any counterclaim or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsset off.

Appears in 1 contract

Samples: Share Purchase Agreement (Cullinan Oncology, Inc.)

Company Financial Statements. (a) Section 3.6 5.7(a) of the Sellers’ Company Disclosure Schedule sets forth the Company’s (i) the audited audited, consolidated balance sheet of the Company and its Subsidiaries sheets as of December 31, 20062015 and December 31, 2016, and the related audited, consolidated statements of income, cash flow and shareholdersstockholders’ equity for the twelve (12-) month period then periods ended December 31, 2015 and December 31, 2016 (the “Year-End Financials”), and (ii) the unaudited unaudited, consolidated balance sheet of the Company and its Subsidiaries as of at June 30, 2007 2017 (the “Balance Sheet Date”), and the related unaudited unaudited, consolidated statements of income, income and cash flow and shareholders’ equity for the six months then (6) month period ended June 30, 2017 (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the . The Year-End Financials and the schedule of Company Indebtedness, Interim Financials (collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and ”) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other. The Financials, including without limitation, that all expenses have been recorded prepared in accordance with GAAP and GAAP, present in all revenue has been recorded in a manner consistent with past practices (except that material respects the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated Company’s financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable GAAP, provided that the Interim Financials are subject to Swedenordinary year-end adjustments that are not expected to be material in the aggregate. The unaudited Company’s unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement . (b) The Accounts Receivable of the CompanyCompany and each of the Company Subsidiaries have or will have arisen from bona fide arm’s Working Capital length transactions in the ordinary course of business of the Company or such Company Subsidiaries, consistent with their respective past practices. There has not been any material adverse change in the collectability of such Accounts Receivable during the twelve (12) month period ending on the Balance Sheet Date. Section ‎5.7(b) of the Company Disclosure Schedule sets forth a list of all such Accounts Receivable that are more than ninety (90) days past due as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirementsDate, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect all such Accounts Receivable classified as doubtful accounts on the Current Balance Sheet. All Accounts Payable of the Company have or any will have arisen from bona fide arm’s length transactions in the ordinary course of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect business of the Company or any and the Company Subsidiaries, consistent with their respective past practices. Since December 31, 2016, the Company and each of the Company Subsidiaries or any has paid its Accounts Payable in the ordinary course of business of the Company and the Company Subsidiaries consistent with their respective past practices. (c) Except for usual consignment stocks consistent with past practice, the Company has no Company Products placed with its material assetscustomers under an understanding permitting their return to the Company other than pursuant to a breach of warranty.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cryolife Inc)

Company Financial Statements. Section 3.6 (a) The Company has made available to Parent a copy of the Sellers’ Disclosure Schedule sets forth (i) the Company's audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, 2003 and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30fiscal year then ended, 2007 accompanied by the report of the Company's independent public accountants and the twelve month period ended December 31, 2006 directors' report(s) thereon (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer"COMPANY FINANCIAL STATEMENTS"). The Financials are true and fair in all material respects and Company Financial Statements have been prepared in accordance with GAAP applied accounting principles, standards and practices which are generally accepted in the United Kingdom ("UK GAAP") and on a consistent the same basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP the same accounting policies as the corresponding accounts for the preceding financial year, comply with the requirements of the Companies Act 1985 and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows state of affairs of the Company Xxxxxxx on the date of such financial statements and its Subsidiaries of the profits and losses for the period concerned. The Company's audited balance sheet as of December 31, 2003 is referred to in this Agreement as the dates and during the periods indicated therein"COMPANY BALANCE SHEET." (b) The Company Balance Sheet makes adequate provision for or, subject in the case of actual liabilities, properly discloses, notes or takes into account as at the Interim Financials to normal year-end adjustments, date of the Company Balance Sheet (the "COMPANY BALANCE SHEET DATE"): (i) all liabilities whether actual contingent or disputed; (ii) all capital commitments whether actual or contingent; (iii) all bad and doubtful debts; and (iv) all accrued Taxes (as defined in Section 2.4 below). (c) The Company Balance Sheet adequately provides or reserves for all Taxes for which are not material in amount the Company was liable at the Company Balance Sheet Date. (d) The profits (or significance in any individual case or losses) shown in the aggregate. Company Balance Sheet have not to a material extent been affected (except as disclosed therein) by any extraordinary or exceptional event or circumstance or by any other factor rendering such profits unusually high or low. (e) The Financials management accounts for July 2004 ("MANAGEMENT ACCOUNTS") have been prepared in accordance with accounting policies on a basis consistent with the management accounts prepared in the preceding twelve months. To the Knowledge (as defined below) of the Company, the Management Accounts have been prepared in accordance with UK GAAP; provided that the Management Accounts do not contain all applicable legislation of the footnote disclosure that would otherwise be required by UK GAAP and all current accounting standards applicable such Management Accounts are subject to Sweden. normal year-end adjustments which are not anticipated to be material. (f) The unaudited consolidated balance sheet Management Accounts reflect the financial affairs of the Company and its Subsidiaries as of (at the Balance Sheet Date is referred date to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of which they have been prepared), reflect the Company’s Working Capital as of 's results for the Balance Sheet Date Neither the Company nor period covered thereby and are not inaccurate or misleading in any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsrespect.

Appears in 1 contract

Samples: Acquisition Agreement (Lynx Therapeutics Inc)

Company Financial Statements. Section 3.6 of 3.8.1 The Company has delivered to Cadence the Sellers’ Disclosure Schedule sets forth (i) the Company's audited consolidated balance sheet sheets as of June 30, 1996, 1997 and 1998 and the Company's audited consolidated statements of income, statements of cash flows and statements of stockholders' equity for each of the years ended June 30, 1996, 1997 and 1998 (all such financial statements of the Company and its Subsidiaries subsidiaries the notes thereto are hereinafter collectively referred to as of December 31, 2006, the "COMPANY FINANCIAL STATEMENTS"). The Company Financial Statements (a) are derived from and in accordance with the related consolidated statements of income, cash flow books and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet records of the Company and its Subsidiaries as subsidiaries, (b) fairly present the consolidated financial condition of June 30, 2007 (the “Balance Sheet Date”), Company at the dates therein indicated and the related unaudited consolidated statements results of income, cash flow and shareholders’ equity operations for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness periods therein specified and (ivc) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP generally accepted accounting principles applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices prior periods (except that as otherwise noted in the Interim Financials do not contain footnotes and other presentation items that may be required by GAAPnotes thereto). . 3.8.2 The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as subsidiaries have no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for (i) those shown on the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited Company's audited consolidated balance sheet as of June 30, 1998 (the "BALANCE SHEET"), (ii) those disclosed in the Company Disclosure Letter and its Subsidiaries as not required by generally accepted accounting principles to be shown on the Balance Sheet, and (iii) those that may have been incurred after June 30, 1998, the date of the Balance Sheet Date is referred to hereinafter as (the “Current Balance Sheet” and shall include an itemized statement "BALANCE SHEET DATE") in the ordinary course of the Company’s Working Capital 's business consistent with its past practices (other than liabilities for Transaction Expenses (as of defined in Section 12.7)). All reserves established by the Company and set forth in or reflected in the Balance Sheet Date Neither were established in accordance with generally accepted accounting principles consistently applied. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which are not adequately provided for in the Balance Sheet as required by said Statement No. 5. SCHEDULE 3.8 to the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, Disclosure Letter sets forth all liabilities and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of debts to the Company or any subsidiary thereof from any holder of its Subsidiaries. Neither Company Preferred Stock, Company Common Stock or Company Options, including, the Company nor any dollar amount of its Subsidiaries has initiated any proceedings with respect to a compromise each such liability, the date or arrangement with its creditors dates on which such amounts are due and payable and the rate of interest, if any, on such liability or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsdebt.

Appears in 1 contract

Samples: Merger Agreement (Cadence Design Systems Inc)

Company Financial Statements. (a) Attached as Section 3.6 2.9(a) of the Sellers’ Company Disclosure Schedule sets are the Company’s consolidated audited balance sheets, statements of operations and cash flows for the calendar years of the Company ended December 31, 2014, 2015 and 2016, and the Company’s consolidated unaudited balance sheet, statement of operations and cash flows for the calendar year of the Company ended December 31, 2017, (referred to herein as the “Company Balance Sheet” and the date thereof, the “Company Balance Sheet Date”, and all such financial statements being collectively referred to herein as the “Company Financial Statements”). Except as set forth on Section 2.9(a) of the Company Disclosure Schedule, such Company Financial Statements (i) were prepared in accordance with the audited consolidated balance sheet books and records of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”)Subsidiaries, (ii) present fairly in all material respects the unaudited consolidated balance sheet financial condition of the Company and its the Subsidiaries as at the date or dates therein indicated and the results of June 30, 2007 (operations for the “Balance Sheet Date”)period or periods therein specified, and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherGAAP, including without limitationexcept, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject in the case of unaudited Company Financial Statements, for the Interim Financials to normal omission of notes thereto and customary year-end audit adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date . (b) Neither the Company nor any Subsidiary has any Liabilities other than (i) those set forth or adequately provided or reserved for in the Company Balance Sheet, (ii) those incurred in the conduct of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership Company’s or any administration order been presented Subsidiary’s business since the Company Balance Sheet Date in respect the ordinary course of business, consistent with past practice and that do not arise from a violation of the terms and conditions of this Agreement, (iii) Liabilities incurred by the Company or any Subsidiary with respect to the negotiation and execution of its Subsidiariesthis Agreement (including Transaction Expenses), and (iv) Liabilities that are listed on Section 2.9(b) of the Company Disclosure Schedule. Neither the Company nor any Subsidiary has any off balance sheet liability of its Subsidiaries has initiated any proceedings with respect nature to, or any financial interest in, any third party or entity, the purpose or effect of which is to a compromise defer, postpone, reduce or arrangement with its creditors otherwise avoid or for its dissolutionadjust the recording of debt expenses incurred by the Company or any Subsidiary. (c) Neither the Company nor any Subsidiary, liquidation nor any current or reorganization former employee, advisor, consultant or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect director of the Company or any Subsidiary, has identified or been made aware of any fraud, whether or not material, that involves the Company’s or any Subsidiary’s management or other current or former employees, consultants, advisors or directors of the Subsidiaries Company or any Subsidiary who have a role in the preparation of its material assetsfinancial statements or the internal accounting controls utilized by the Company or any Subsidiary, or any claim or allegation regarding any of the foregoing.

Appears in 1 contract

Samples: Merger Agreement (Proofpoint Inc)

Company Financial Statements. Section 3.6 The consolidated financial statements for the Company and the Company Subsidiaries as of and for the year ended December 31, 2010 and each of the Sellers’ Disclosure Schedule sets forth eleven (i11) months ended November 30, 2011, in each case provided to Parent prior to the audited consolidated date hereof, are herein referred to as the “Company Financial Statements” and the balance sheet of the Company and its Subsidiaries as of December 31November 30, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (2011 is herein referred to as the “Year-End FinancialsCompany Balance Sheet), (ii) the unaudited consolidated balance sheet . Each of the Company and its Subsidiaries as of June 30Financial Statements (including, 2007 in each case, any related notes thereto): (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iiii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been was prepared in accordance with GAAP accounting principles generally accepted in the United States (“GAAP”) as in effect on the date of such Company Financial Statements (or such other date as may be reflected in such Company Financial Statements), in each case applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices involved (except that as may be indicated in the Interim Financials do not contain notes thereto or, in the case of any unaudited portion of the Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and other presentation items that may be required by GAAPsubject to potential year-end adjustments that are not expected, either individually or in the aggregate, to be material). The Financials give a true ; and fair view of (ii) fairly present, in all material respects, the consolidated financial condition, operating results and cash flows position of the Company and its the Company Subsidiaries as at the respective dates thereof and the consolidated results of their operations and cash flows for the periods indicated, consistent with the books and records of the dates Company and during the periods Company Subsidiaries (except as may be indicated thereinin the notes thereto or, subject in the case of any unaudited portion of the Interim Financials Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and may be subject to normal potential year-end adjustments, which adjustments that are not material in amount or significance in any individual case expected, either individually or in the aggregate, to be material). The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet No financial statements of any Person other than the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor Subsidiaries actually included in the Company Financial Statements are required by GAAP to be included in the Company Financial Statements. Except as required by GAAP, the Company has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and most recently ended fiscal year. The Company has not made had any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or material dispute with any of its Subsidiaries. Neither the Company nor auditors regarding accounting matters or policies during any of its Subsidiaries has initiated past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted (or would reasonably be expected to result) in an adjustment to, or any proceedings with respect to a compromise or arrangement with its creditors or for its dissolutionrestatement of, liquidation or reorganization or the winding-up or cessation of its businessCompany Financial Statements. No receiver current or administrative receiver or liquidator has been appointed in respect of former independent auditor for the Company has resigned or been dismissed from such capacity as a result of or in connection with any disagreement with the Company on a matter of the Subsidiaries or any of its material assetsaccounting practices.

Appears in 1 contract

Samples: Merger Agreement (Accelrys, Inc.)

Company Financial Statements. (a) Section 3.6 2.9(a) of the Sellers’ Company Disclosure Schedule sets forth contains (i) the audited consolidated balance sheet sheets of the Company and its Subsidiaries as of December 31, 20062002, December 31, 2003 and December 31, 2004 and the related audited consolidated statements of incomeoperations, cash flow and shareholders’ equity and cash flows, in each case together with the notes thereto, for each of the 12-month period then fiscal years ended (the “Year-End Financials”)December 31, 2002, December 31, 2003 and December 31, 2004 and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30March 31, 2007 2005 (the “Company Balance Sheet DateSheet), ) and the related unaudited consolidated statements of incomeoperations, cash flow and shareholders’ equity and cash flows for the six three months then ended March 31, 2005 (the “Interim Financials”), financial statements referenced in the foregoing clauses (iiii) a schedule of Company Indebtedness and (ivii) a statement of comprehensive income for the six month period ended June 30being referred to herein, 2007 and the twelve month period ended December 31collectively, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true Company Financial Statements”). (b) The audited Company Financial Statements (i) were derived from and accurate by accurately reflect the books and records of the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and , (ii) have been prepared in accordance with with, and otherwise comply as to form with, GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that other and (iii) fairly present in all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of material respects the consolidated financial condition, operating results and cash flows condition of the Company and its the Company Subsidiaries as at the dates therein indicated and the consolidated results of operations, cash flows and stockholders’ equity of the dates Company and during the Company Subsidiaries for the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Swedentherein specified. The unaudited Company Financial Statements (i) were derived from and accurately reflect the books and records of the Company and (ii) fairly present in all material respects, the consolidated financial condition of the Company and the Company Subsidiaries at the dates therein indicated and the consolidated results of operations, cash flows and stockholders’ equity of the Company and the Company Subsidiaries for the periods therein specified. Since January 1, 2003, there has been no change in any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company and the Company Subsidiaries. (c) The accounts and notes receivable of the Company and each Company Subsidiary reflected on the consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2005 included in the Balance Sheet Date is referred Company Financial Statements, and all accounts and notes receivable arising subsequent to hereinafter March 31, 2005, (i) arose from bona fide sales transactions in the ordinary course of business, consistent with past practice, and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their respective terms, except as the “Current enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and by general principles of equity, (iii) are not subject to any valid set-off or counterclaim and (iv) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, subject to returns pursuant to warranties provided to the Company in conjunction with the licensing of software, the aggregate value of which returns attributable to products licensed prior to March 31, 2005 will not exceed the amount reserved therefor on the Company Balance Sheet, and shall include an itemized statement the aggregate value of the Company’s Working Capital as of the Balance Sheet Date which returns attributable to products licensed after March 31, 2005 will not exceed $100,000. (d) Neither the Company nor any Company Subsidiary has any Liabilities of a nature required to be set forth on a balance sheet prepared in accordance with GAAP other than (i) those set forth or adequately provided for in the Company Balance Sheet, (ii) those incurred by the Company since March 31, 2005 in the ordinary course of business, which do not result from any breach of Contract, tort or violation of Law and (iii) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Company Balance Sheet, the Company has no “off balance sheet” Liability to, or any financial interest in, any third party or entities, the purpose of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt or other Liability expenses of the Subsidiaries have filed Company. (or have had filed against ite) Neither the Company, any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditorsSubsidiaries nor the Company’s independent auditors, nor has to the Company’s Knowledge, any petition for receivership current or any administration order been presented in respect former employee, consultant or director of the Company or any of its Subsidiaries, has identified or been made aware of any fraud, whether or not material, that involves the Company’s management or other current or former employees, consultants directors of the Company or any of its Subsidiaries who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or its Subsidiaries, or any claim or allegation regarding any of the foregoing. Neither the Company nor any of its Subsidiaries has initiated nor, to the Company’s Knowledge, any proceedings with respect to a compromise director, officer, employee, auditor, accountant or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect representative of the Company or any of its Subsidiaries has received or otherwise had or obtained Knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company or any of its Subsidiaries or their respective internal accounting controls or any material inaccuracy in the Company’s financial statements. No attorney representing the Company or any of its Subsidiaries, whether or not employed by the Company or any of its Subsidiaries, has reported to the Board of Directors of the Company or any committee thereof or to any director or officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or similar violation by the Company, its Subsidiaries or any of their respective officers, directors, employees or agents. (f) Section 2.9(f) of the Company Disclosure Schedule contains a true and correct list of all Indebtedness of Company and its material assetsSubsidiaries, including, for each item of Indebtedness for money borrowed, the agreement governing such Indebtedness, and the interest rate, maturity date and any assets or properties securing such Indebtedness. All Indebtedness of the Company or its Subsidiaries for borrowed money may be prepaid at the Closing without penalty under the terms of the Contracts governing such Indebtedness.

Appears in 1 contract

Samples: Merger Agreement (Business Objects S.A.)

Company Financial Statements. (a) Section 3.6 2.8(a) of the Sellers’ Disclosure Schedule sets forth (i) the audited Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 2004 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholdersstockholders’ equity for the six months 12-month period then ended (collectively, the “Interim Unaudited Financials”), (iii) a schedule which Unaudited Financials have been reviewed by KPMG, LLP, the Company’s independent auditors, under Statement of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30Accounting Standards Number 71. The Unaudited Financials are, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Year-End Financials, the Closing Balance Sheet and Income Statement and the Statement of Expenses when delivered will be, true and correct in all material respects. The Unaudited Financials have been, and the Year-End Financials and the schedule of Company Indebtednesswhen delivered will be, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and are consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices other (except that the Interim Unaudited Financials do will not contain footnotes and other presentation items that may be required by GAAP). The Closing Balance Sheet and Income Statement when delivered shall reflect the reasonable best efforts of the Company to prepare consolidated comparative financial statements of the Company for the periods presented therein in a manner consistent with the accounting principles, policies and procedures used in the preparation of the Unaudited Financials. The Unaudited Financials give a true present, and fair view of the Year-End Financials and the Closing Balance Sheet and Income Statement when delivered will present, fairly the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated thereintherein of the Company and its consolidated Subsidiaries, subject in the case of the Interim Unaudited Financials and the Closing Balance Sheet and Income Statement, to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.All reserves that are set forth in or reflected in the Current Balance Sheet have been, and shall include an itemized statement of all reserves that will be set forth in or reflected in the Company’s Working Capital as of Year-End Balance Sheet and the Closing Balance Sheet will be, established in accordance with GAAP consistently applied. At the Balance Sheet Date, there were, and at the time of the Year-End Balance Sheet Date Neither and the Closing Balance Sheet Date, there will be, no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet, the Year-End Balance Sheet and the Closing Balance Sheet, respectively, as required by Statement No. 5. The Unaudited Financials comply, and the Year-End Financials and the Closing Balance Sheet when delivered will comply, in all material respects with the requirements of the American Institute of Certified Public Accountants’ Statement of Position 97-2. The Company nor has not had any dispute with any of the Subsidiaries have filed (its auditors regarding accounting matters or have had filed against it) policies during any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership past three full fiscal years or any administration order been presented in respect during the current fiscal year-to-date. The books and records of the Company or any of its Subsidiaries. Neither the Company nor any and each of its Subsidiaries has initiated any proceedings have been, and are being maintained in all material respects in accordance with respect to a compromise applicable legal and accounting requirements and the Unaudited Financials, the Year-End Financials and the Closing Balance Sheet and Income Statement have been, or arrangement when delivered will be, prepared from and in accordance with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetssuch books and records.

Appears in 1 contract

Samples: Merger Agreement (Altiris Inc)

Company Financial Statements. (a) Section 3.6 2.7 of the Sellers’ Disclosure Schedule sets forth the Company’s (i) the audited consolidated balance sheet of the Company and its Subsidiaries sheets as of December July 31, 20062010 and 2009, and the related consolidated audited statements of incomeoperations, cash flow flows and shareholderschanges in stockholdersequity investment for the 12-month three years in the period then ended July 31, 2010 (the “Year-End Audited Financials”), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June October 30, 2007 2010 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity income for the six three months then ended (the “Interim Unaudited Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End . The Audited Financials and the schedule of Company Indebtedness, Unaudited Financials (collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials ”) are true and fair correct in all material respects and have been prepared in accordance with GAAP consistently applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices other (except that the Interim Unaudited Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of present fairly in all material respects the consolidated Company’s financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” (b) The Company maintains accurate Books and shall include an itemized statement Records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of its financial statements and to maintain accountability for its assets, (iii) access to its assets is permitted only in accordance with management’s authorization, (iv) the Company’s Working Capital as reporting of its assets is compared with existing assets at regular intervals and (v) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the Balance Sheet Date collection thereof on a current and timely basis. (c) Neither the Company nor any to the Knowledge of the Subsidiaries have filed (Company, any Representative of the Company, has received or have otherwise had filed against it) or obtained knowledge of any petition for its winding-upmaterial complaint, is not insolvent within allegation, assertion or claim, whether written or oral, regarding the meaning of applicable lawsaccounting or auditing practices, rules procedures, methodologies or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect methods of the Company or its internal accounting controls, including any of its Subsidiaries. Neither material complaint, allegation, assertion or claim that the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise engaged in questionable accounting or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsauditing practices.

Appears in 1 contract

Samples: Merger Agreement (API Technologies Corp.)

Company Financial Statements. (a) Section 3.6 4.7(a) of the Sellers’ Seller Disclosure Schedule sets forth (i) contains a complete and accurate copy of the audited unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended 2011 (the “Year-End FinancialsCompany Balance Sheet), (ii) the and unaudited consolidated balance sheet statement of income of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve twelve-month period ended December 31, 2006 2011 (together with the Interim Financialscollectively, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial OfficerStatements”). The Financials Company Financial Statements are true accurate and fair complete, were derived from, and in all material respects accordance with, the books and have been records of Seller and its Subsidiaries (including the Company) and prepared in accordance with GAAP except as set forth in Section 4.7(a) of the Seller Disclosure Schedule, applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (other except that the Interim Financials do not contain footnotes and other presentation items that as may be required by GAAP). The Financials give a true indicated in the notes thereto, and fair view of fairly present in all material respects the consolidated financial condition, operating results and cash flows condition of the Company and its Subsidiaries as of the dates indicated and during the periods indicated therein, subject in the case consolidated results of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet operations of the Company and its Subsidiaries for the periods therein specified (subject to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount). (b) All accounts and notes receivable reflected on the Company Balance Sheet (net of allowances for doubtful accounts as reflected thereon and as determined in accordance with GAAP except as set forth in Section 4.7(a) of the Seller Disclosure Schedule) are or shall be valid receivables arising in the ordinary course of business. No Person has any Lien on such receivables or any part thereof, and no agreement for deduction, free goods, discount or other deferred price or quantity adjustment has been made with respect to any such receivables. To the Company’s Knowledge, as of the Balance Sheet Date date hereof, there is referred no pending contest or dispute with respect to hereinafter as the “Current Balance Sheet” and shall include an itemized statement amount or validity of the Company’s Working Capital as any amount of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed such account receivables. (or have had filed against itc) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings Liabilities of a nature required to be set forth on a balance sheet prepared in accordance with respect to a compromise GAAP, except for (i) Liabilities shown on the Company Balance Sheet, (ii) Liabilities which have arisen since the date of the Company Balance Sheet in the ordinary course of business consistent with past practice, and (iii) Liabilities that, individually or arrangement with its creditors or in the aggregate, do not exceed $200,000. (d) Except for its dissolutionLiabilities reflected in the Company Financial Statements, liquidation or reorganization or neither the winding-up or cessation Company nor any of its business. No receiver Subsidiaries has any off balance sheet Liabilities of any nature to, or administrative receiver any financial interest in, any third party or liquidator has been appointed in respect entities the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by the Company or any of its Subsidiaries. (e) Since the Subsidiaries or date of the Company Balance Sheet through the date hereof, to the Knowledge of Seller, no Company Material Adverse Effect has occurred that is continuing. Since the date of the Company Balance Sheet through the date hereof, neither the Company nor any of its material assetsSubsidiaries has taken any action that would be prohibited by the terms of Section 6.2 if proposed to be taken after the date hereof.

Appears in 1 contract

Samples: Purchase and Sale Agreement (Polycom Inc)

Company Financial Statements. Section 3.6 2.7 of the Sellers’ Disclosure Schedule sets forth the (i) the audited consolidated balance sheet sheets of the Company (and its Subsidiaries as applicable, Predecessor Company) as of December 31, 20062009 and 2008, and the related consolidated audited statements of income, cash flow and shareholdersstockholders’ equity for the twelve (12-) month period then periods ended December 31, 2009 and 2008 (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company (and its Subsidiaries as applicable, Predecessor Company) as of December 31, 2010, and (iii) an unaudited balance sheet of the Company (and as applicable, Predecessor Company) as of June 30, 2007 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements statement of income, cash flow and shareholdersstockholders’ equity for the six months then twelve month period ended (the “Interim Financials”)December 31, (iii) a schedule of Company Indebtedness 2010, and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and 2011 (the twelve month period ended December 31, 2006 (together with the Interim Financials, the ”). The Year-End Financials and the schedule of Company Indebtedness, Interim Financials (collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and ”) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices other (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of fairly present in all material respects the consolidated financial condition, operating results and cash flows condition of the Company (and its Subsidiaries as applicable, Predecessor Company) as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company (and its Subsidiaries as applicable, Predecessor Company) as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.and shall include an itemized statement All accounts receivable of Company shown on the Company’s Working Capital as of the Current Balance Sheet Date Neither are (i) valid and genuine and have arisen solely out of bona fide sales and deliveries of goods, performance of services and other business transactions in the Company nor any ordinary course of business consistent with past practice, (ii) not subject to valid defenses, set offs or counterclaims and (iii) collectible within ninety (90) days after billing at the Subsidiaries have filed (full recorded amount thereof. No further goods or have had filed against it) any petition for its winding-up, is not insolvent within services are required to be provided in order to complete the meaning of applicable laws, rules or regulations or similar requirements, sales and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of to entitle the Company or any of its Subsidiaries. Neither assignee to collect the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed accounts receivable in respect full and none of the Company accounts receivable have been pledged or assigned to any of the Subsidiaries or any of its material assetsPerson.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Comscore, Inc.)

Company Financial Statements. (a) Section 3.6 2.7(a) of the Sellers’ Disclosure Schedule Letter sets forth the Company’s (i) the audited consolidated balance sheet of the Company and its Subsidiaries sheets as of December 31, 20062009 and 2010, and the related consolidated statements of income, cash flow and shareholders’ equity for the twelve (12-) month period periods then ended (the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months (6) month period then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the . The Year-End Financials and the schedule of Company Indebtedness, Interim Financials (collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials ”) are true and fair correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices other (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of present fairly the consolidated Company’s financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” (b) The Accounts Receivable of the Company have or will have arisen from bona fide arm’s length transactions in the ordinary course of business and shall include an itemized statement are stated accurately in the Financials. To the Knowledge of the Company’s Working Capital , there has not been any material adverse change in the collectability of such Accounts Receivable during the past twelve (12) months. Section 2.7(b) of the Disclosure Letter sets forth a list of all such Accounts Receivable that are more than thirty days past due as of the Balance Sheet Date Neither date of this Agreement, and of all such Accounts Receivable classified as doubtful accounts. The Company has no Accounts Receivable from any Person which is an affiliate of the Company nor or from any of the Subsidiaries have filed (equity holder, director, officer or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect employee of the Company or any affiliates thereof. All Accounts Payable of its Subsidiaries. Neither the Company nor any have or will have arisen from bona fide arm’s length transactions in the ordinary course of business. Since December 31, 2010, the Company has paid its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or Accounts Payable in the winding-up or cessation ordinary course of its business. No receiver The Company has no Accounts Payable from any Person which is an affiliate of the Company or administrative receiver from any equity holder, director, officer or liquidator has been appointed in respect employee of the Company or any affiliates thereof. (c) The Company has no products placed with its customers under an understanding permitting their return to the Company other than pursuant to a breach of the Subsidiaries or any of its material assetswarranty.

Appears in 1 contract

Samples: Merger Agreement (Nuance Communications, Inc.)

Company Financial Statements. Section 3.6 Company has delivered to Parent as an ---------------------------- attachment to Schedule 3.8 of the Sellers’ Company Disclosure Schedule sets forth (i) the Letter an audited consolidated balance sheet of Company as of December 31, 1999 and an unaudited balance sheet of the Company and its Subsidiaries as of December 31September 30, 20062000 and Company's audited statement of operations, statement of cash flows and the related consolidated statements statement of income, cash flow and changes in shareholders' equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period year ended December 31, 2006 1999 and Company's unaudited statement of operations, statement of cash flows and statement of changes in shareholders' equity for the nine month period ended September 30, 2000 (together with the Interim Financials, the Year-End Financials and the schedule all such financial statements of Company Indebtedness, and any notes thereto are hereinafter collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief "Company Financial OfficerStatements"). The Financials Company Financial Statements: (a) are true derived from and fair are in all material respects accordance with the books and records of Company; (b) fairly present the financial condition of Company at the dates therein indicated and the results of operations for the periods therein specified; and (c) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (prior periods except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view for any absence of the consolidated financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Swedennotes thereto. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of September 30, 2000 (the "Balance Sheet Date") included in the Company Financial Statements is hereinafter referred to as the "Balance Sheet." The Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, which is required to be set forth in the Company Financial Statements under GAAP except for those (i) disclosed in the Company Financial Statements, (ii) that may have been incurred after the Balance Sheet Date is referred to hereinafter as in the “Current Balance Sheet” and shall include an itemized statement ordinary course of the Company’s Working Capital as 's business consistent with its past practices, and (iii) which are, individually or in the aggregate, not material to the business, results of operations or financial condition of the Company. All reserves established by Company that are set forth in or reflected in the Balance Sheet Date Neither are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Financial Accounting Standards Board in March 1975) which are not adequately provided for in the Balance Sheet as required by said Statement No. 5. The Company nor any Financial Statements comply in all material respects with the American Institute of the Subsidiaries have filed (or have had filed against it) any petition for its windingCertified Public Accountants' Statement of Position 97-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets2.

Appears in 1 contract

Samples: Merger Agreement (Interwoven Inc)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth (i) the audited consolidated balance sheet Company has delivered to Buyer as a ---------------------------- schedule to Part 2.9 of the Company and its Subsidiaries Disclosure Letter, Company's unaudited balance sheet as of December May 31, 2006, 2001 and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the Company's unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income operations for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials 2000 and the schedule five month period ended May 31, 2001 (all such financial statements of Company IndebtednessCompany, excluding a statement of cash flows and all notes to any of such financial statements, are hereinafter collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief "Company Financial OfficerStatements"). The Financials Company Financial Statements (i) are true based on and fair in all material respects conform to the books and records of Stockholder, (ii) have been prepared in accordance with GAAP applied on but do not include such information as may be required to be disclosed under GAAP in a consistent basis throughout statement of cash flows and in the notes to any of such financial statements and (iii) represent in all material respects (but do not include any notes thereto) the financial condition of Company at the dates therein indicated and the results of operations for the periods indicated therein specified. Company has no material debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and consistent with each otherwhether due or to become due, including without limitationexcept for (a) those shown on Company's unaudited balance sheet as of May 31, 2001 included in the Company Financial Statements (the "Company Balance Sheet") or those shown on Company's unaudited balance sheet dated as of the Closing Date (the "Closing Balance Sheet"), (b) those that all expenses may have been recorded incurred by the Company after May 31, 2001 (the "Company Balance Sheet Date") in the ordinary course of the Company Business, and (c) as set forth in Part 2.9 of the Company Disclosure Letter, the Company Ancillary Agreements or the Stockholder Ancillary Agreements or as specifically contemplated by the Contribution Agreement and the schedules and exhibits thereto. All reserves established by Company that are set forth in or reflected in the Company Balance Sheet are established in accordance with GAAP and all revenue has been recorded GAAP. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in a manner consistent with past practices (except that Statement of Financial Accounting Standards No. 5 issued by the Interim Financials do Financial Accounting Standards Board in March 1975) which are not contain footnotes and other presentation items that may be adequately provided for in the Company Balance Sheet as required by GAAP)such Statement No. The Financials give a true and fair view of 5 (material loss contingencies, if any, that Statement No. 5 requires to be disclosed in notes to the consolidated financial conditionCompany Balance Sheet, operating results and cash flows are set forth in Part 2.9 of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject Disclosure Letter in the case absence of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetssuch notes).

Appears in 1 contract

Samples: Merger Agreement (At Home Corp)

Company Financial Statements. Section 3.6 (a) The Company has made available to Buyer correct and complete copies of the Sellers’ Disclosure Schedule sets forth (i) the audited unaudited consolidated balance sheet of the Company and its Subsidiaries as of each of the fiscal years ended December 31, 2006, 2015 and 2014 and the related unaudited consolidated statements of income, cash flow and shareholdersstockholders’ equity and cash flows for each of the 12-month period then fiscal years ended December 31, 2015 and 2014 (including the “Year-End Financials”notes or other supplementary information thereto), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30March 31, 2007 (the “Balance Sheet Date”), 2016 and the related unaudited consolidated statements of income, cash flow and shareholdersstockholders’ equity and cash flows for the six three months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December March 31, 2006 2016 (together with all of the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, foregoing financial statements are collectively referred to as the “Financials,” Company Financial Statements”). (b) The Company Financial Statements (i) have been prepared in conformity with all such Financials certified as true GAAP applied consistently through the periods covered thereby without material modification of the accounting principles used therein, and accurate by the Company’s Chief Financial Officer). The Financials are true and fair (ii) fairly present in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view financial condition of the Company and its Subsidiaries as of the respective dates thereof and the consolidated financial condition, operating results of the operations and cash flows of the Company and its Subsidiaries for the respective fiscal periods covered thereby, in each case in accordance with GAAP, except (A) as of indicated in any notes or other supplementary information thereto, and (B) that the dates unaudited Company Financial Statements do not contain footnotes and during the periods indicated therein, are subject in the case of the Interim Financials to normal year-end adjustments, audit adjustments (which are shall not be material in amount or significance in any individual case individually or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet ). (c) Section 2.18(c) of the Company and its Subsidiaries Disclosure Schedule sets forth the total amount of outstanding Indebtedness as of the Balance Sheet Date is referred date hereof and the breakdown of such amount between the different categories of Indebtedness set forth in the definition thereof, and the applicable lender, counterparty or other party or parties thereof. As of immediately prior to hereinafter as the Closing, the only Indebtedness will be the Bridge Loan. (d) The Company does not maintain any Current Balance Sheetoff-balance sheet arrangementand shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules Item 303 of Regulation S-K. (e) There are no significant deficiencies or regulations material weaknesses in the design or similar requirements, operations of the internal controls over financial reporting relating to the Company. The Company has implemented disclosure controls and procedures designed to ensure that material information relating to such entity is made known to the management of such entity by others within such entity. The Company has not made have received any assignment written complaint, allegation or assertion or claim that such entity has engaged in favor of its creditorsquestionable financial reporting, nor has any petition for receivership accounting or any administration order been presented in respect auditing practices. To the Knowledge of the Company Company, there has not been any fraud, whether or not material, that involves the officers or other employees and former employees of such entity who have a significant role in the internal controls over financial reporting or written allegations of any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetssuch fraud.

Appears in 1 contract

Samples: Merger Agreement (Hepion Pharmaceuticals, Inc.)

Company Financial Statements. Section 3.6 (a) Attached as Schedule 2.9(a) of the Sellers’ Company Disclosure Schedule sets forth are (i) the Company’s unaudited balance sheets, statements of operations and cash flows for the fiscal years of the Company ended December 31, 2010, 2011, and 2012, and the seven month period ended July 31, 2013 (referred to herein as the “US Balance Sheet” and the date thereof, the “Company Balance Sheet Date”, and all such financial statements being collectively referred to herein as the “US Financial Statements”) and (ii) the consolidated audited balance sheets, statements of operations and cash flows of the Company’s Subsidiaries for the fiscal years ended December 31, 2010, 2011 and 2012, and the consolidated unaudited balance sheet sheet, statement of operations and cash flows of the Company’s Subsidiaries for the seven month period ended July 31, 2013, (referred to herein as the “Taiwan Balance Sheet”, all such financial statements being collectively referred to herein as the “Taiwan Financial Statements” and the US Balance Sheet and the Taiwan Balance Sheet collectively referred to as the “Company Balance Sheet” and the US Financial Statements and Taiwan Financial Statements collectively referred to as the “Company Financial Statements”). Such Company Financial Statements (i) are in accordance with the books and records of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”)Subsidiaries, (ii) present fairly in all material respects the unaudited consolidated balance sheet financial condition of the Company and its the Subsidiaries as of June 30, 2007 (at the “Balance Sheet Date”), date or dates therein indicated and the related unaudited consolidated statements results of income, cash flow and shareholders’ equity operations for the six months then ended (the “Interim Financials”)period or periods therein specified, (iii) a schedule with respect to the Taiwan Financial Statements, have been prepared in accordance with Taiwan GAAP except, as to the unaudited Taiwan Financial Statements, for the omission of Company Indebtedness notes thereto and normal year-end audit adjustments, (iv) a statement of comprehensive income for with respect to the six month period ended June 30US Financial Statements, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout except, as to the periods indicated unaudited US Financial Statements, for the omission of notes thereto and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials to normal year-end audit adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials and (v) have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet fully approved by the Company Board and/or shareholders of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date or any Subsidiary if so required by any applicable Legal Requirements. (b) Neither the Company nor any Subsidiary has any Liabilities of any nature, other than (i) those set forth or adequately provided for in the Company Balance Sheet as of the Subsidiaries have filed Company Balance Sheet Date and included in the Financial Statements, (ii) those incurred in the conduct of the Company’s or have had filed against itany Subsidiary’s business since the Company Balance Sheet Date in the ordinary course, consistent with past practice, which are of the type that ordinarily recur and, individually or in the aggregate, are not material in nature or amount, (iii) any petition for those incurred by the Company in connection with the execution of this Agreement or the performance by the Company of its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirementsobligations hereunder, and (iv) Liabilities that are listed on Schedule 2.9(b) of the Company Disclosure Schedule. Except for Liabilities reflected in the Company Financial Statements, neither the Company nor any Subsidiary has not made any assignment in favor off balance sheet liability of its creditorsany nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by the Company or any Subsidiary. (c) Neither the Company nor any Subsidiary, nor has to the Company’s Knowledge, any petition for receivership current or any administration order been presented in respect former employee, advisor, consultant or director of the Company or any Subsidiary, has identified or been made aware of its Subsidiaries. Neither any fraud, whether or not material, that involves the Company nor Company’s or any of its Subsidiaries has initiated any proceedings with respect to a compromise Subsidiary’s management or arrangement with its creditors other current or for its dissolutionformer employees, liquidation consultants, advisors or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect directors of the Company or any Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any Subsidiary, or any claim or allegation regarding any of the Subsidiaries or any of its material assetsforegoing.

Appears in 1 contract

Samples: Merger Agreement (Proofpoint Inc)

Company Financial Statements. Section 3.6 of The Company has delivered to Parent as ---------------------------- an attachment to Schedule 3.8 to the Sellers’ Company Disclosure Schedule sets forth (i) the audited Letter an unaudited ------------ consolidated balance sheet of the Company and its Subsidiaries as of dated December 31, 2006, 1999 and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June dated September 30, 2007 (the “Balance Sheet Date”), 2000 and the related Company's unaudited consolidated statements of incomeoperations, statements of cash flow flows and statements of changes in shareholders' equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period year ended December 31, 2006 1999 and unaudited consolidated statements of operations, statements of cash flows and statements of changes in shareholders' equity for the nine month period ended September 30, 2000 (together with all such financial statements of the Interim Financials, the Year-End Financials Company and the schedule of Company Indebtedness, any notes thereto are hereinafter collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief "Company Financial OfficerStatements"). The Financials Company Financial Statements: (a) are true derived from and fair are in all material respects accordance with the books and records of the Company, (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified, and (c) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated and consistent with each otherprior periods except for any absence of notes to the Company Financial Statements. The Company has no debt, including without limitationliability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of September 30, 2000 included in the Company Financial Statements (the "Balance Sheet"), (b) that all expenses may have been recorded incurred after September 30, 2000 (the "Balance Sheet Date") in accordance with GAAP and all revenue has been recorded in a manner the ordinary course of the Company's business consistent with its past practices practices, and (except c) that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount amount, either individually or significance collectively, and are not required to be set forth in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as under GAAP. All reserves established by the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of Company that are set forth in or reflected in the Balance Sheet Date Neither are adequate. At the Company nor any Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Subsidiaries have filed (or have had filed against itFinancial Accounting Standards Board in March 1975) any petition that are not adequately provided for its windingin the Balance Sheet as required by Statement No. 5. The Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets2.

Appears in 1 contract

Samples: Merger Agreement (Interwoven Inc)

Company Financial Statements. (a) Attached to Section 3.6 2.6(a) of the Sellers’ Company Disclosure Schedule sets forth are financial statements of Company and its Subsidiaries (collectively, the “Company Financial Statements”) consisting of (i) the audited consolidated financial statements (including balance sheets and statements of income, comprehensive income, shareholders’ equity and cash flows) of Company and its Subsidiaries for each of the fiscal years ended December 31, 2008 and December 31, 2007 (including the notes contained therein or annexed thereto), which financial statements have been reported on, and are accompanied by, the signed, unqualified opinion of KPMG LLP, independent accountants for Company for such years, and (ii) an unaudited consolidated balance sheet of the Company and its Subsidiaries as of December 31September 30, 2006, 2009 (the “Company Recent Balance Sheet”) and the related consolidated unaudited statements of income, cash flow and comprehensive income, shareholders’ equity and cash flows for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six nine months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer)ended. The Financials are true and fair in all material respects and have been Company Financial Statements (A) were prepared in accordance with GAAP generally accepted accounting principles in Canada applied on a consistent basis throughout (except, in the periods indicated case of unaudited statements, for the absence of footnote disclosure) and consistent with each otherthe books and records of Company and its Subsidiaries, including without limitationand (B) fairly present the assets, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view liabilities, financial position, results of the consolidated financial condition, operating results operations and cash flows of the Company and its Subsidiaries as of the dates and during for the periods indicated therein, subject indicated. (b) Attached to Section 2.6(b) of the Company Disclosure Schedule is a statement reflecting all reconciliations required to reconcile the Company Financial Statements to generally accepted accounting principles in the case United States in accordance with Item 18 of Form 20-F. (c) Except for liabilities incurred in connection with this Agreement or the transactions contemplated hereby, Company and its Subsidiaries do not have any material liabilities or obligations that generally accepted accounting principles in Canada (as applied by Company on a consistent basis) would require to be reflected or reserved against on a balance sheet, other than (A) liabilities or obligations reflected or reserved against on the Company Recent Balance Sheet, (B) those liabilities or obligations pursuant to the Plan of Reorganization that are set forth in Section 2.6(c) of the Interim Financials to normal year-end adjustmentsCompany Disclosure Schedule, which are not material and (C) liabilities or obligations that were incurred since the date of the Company Recent Balance Sheet in amount or significance in any individual case Company’s Ordinary Course of Business that, individually or in the aggregate. The Financials , have been prepared in accordance with all applicable legislation not had and all current accounting standards applicable would not reasonably be expected to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the have a Material Adverse Effect on Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets.

Appears in 1 contract

Samples: Arrangement Agreement (World Color Press Inc.)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth (i) the The audited consolidated balance sheet of financial statements for the Company and its Subsidiaries as of and for the years ended December 31, 20062010, December 31, 2011 and December 31, 2012 and the related consolidated unaudited financial statements of income, cash flow and shareholders’ equity for the 12-month period then Company for the six (6) months ended (June 30, 2013, in each case provided to Buyer prior to the date hereof, are herein referred to as the “Year-End Financials”), (ii) Company Financial Statements” and the unaudited consolidated balance sheet of for the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively 2013 is herein referred to as the “Financials,” with all such Financials certified Company Balance Sheet”. Except as true and accurate by set forth on Schedule 2.6 of the Seller Disclosure Schedule, the Company’s Chief Financial Officer). The Financials are true and fair Statements (including, in all material respects and have been each case, any related notes thereto): (i) were prepared in accordance with GAAP accounting principles generally accepted in the United States (“GAAP”) as in effect on the date of such Company Financial Statements (or such other date as may be reflected in such Company Financial Statements), in each case applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices involved (except that the Interim Financials do not contain footnotes and other presentation items that as may be required by GAAP). The Financials give a true and fair view of indicated in the consolidated financial conditionnotes thereto or, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject in the case of any unaudited portion of the Interim Financials Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and may be subject to normal potential year-end adjustments, which adjustments that are not material in amount or significance in any individual case expected, either individually or in the aggregate. The Financials have been prepared , to be material); and (ii) fairly present, in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet material respects, the financial position of the Company at the respective dates thereof and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor results of its creditorsoperations and cash flows for the periods indicated, nor has any petition for receivership or any administration order been presented in respect consistent with the books and records of the Company (except as may be indicated in the notes thereto or, in the case of any unaudited portion of the Company Financial Statements, except as such unaudited portion of the Company Financial Statements may omit footnotes and may be subject to potential - 8 - year-end adjustments that are not expected, either individually or in the aggregate, to be material). Except as set forth on Schedule 2.6 of the Seller Disclosure Schedule, no financial statements of any Person other than the Company are required by GAAP to be included in the Company Financial Statements. Except as required by GAAP, the Company has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of its most recently ended fiscal year. The Company has not had any material dispute with any of its Subsidiaries. Neither the Company nor auditors regarding accounting matters or policies during any of its Subsidiaries has initiated past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted (or would reasonably be expected to result) in an adjustment to, or any proceedings with respect to a compromise or arrangement with its creditors or for its dissolutionrestatement of, liquidation or reorganization or the winding-up or cessation of its businessCompany Financial Statements. No receiver current or administrative receiver or liquidator has been appointed in respect of former independent auditor for the Company has resigned or been dismissed from such capacity as a result of or in connection with any disagreement with the Company on a matter of the Subsidiaries or any of its material assetsaccounting practices.

Appears in 1 contract

Samples: Securities Purchase Agreement (Accelrys, Inc.)

Company Financial Statements. (a) For purposes of this Section 3.6 4.3, references to “Group Companies” shall be deemed to include the Canadian Business. Complete copies of the Sellers’ Disclosure Schedule sets forth (i) unaudited, consolidated, carve-out financial statements consisting of the audited consolidated balance sheet of the Company and its Subsidiaries Group Companies (assuming the consummation of the Intercompany Restructuring) as of January 2, 2016 and December 31, 2006, 2016 and the related consolidated statements of income, income and cash flow and shareholders’ equity for the 12fiscal years then ended (the “Annual Financial Statements”), and unaudited financial statements consisting of the consolidated, carve-out balance sheet of the Group Companies as at April 1, 2017 (assuming the consummation of the Intercompany Restructuring) and the related statement of income for the 3-month period then ended (the “Year-End FinancialsInterim Financial Statements” and together with the Annual Financial Statements, the “Financial Statements), (ii) the unaudited consolidated have been delivered to Purchaser. The balance sheet of the Company and its Subsidiaries Group Companies as of June 30December 31, 2007 (2016 is referred to herein as the “Balance Sheet Date”), Sheet” and the related unaudited consolidated statements balance sheet of incomethe Group Companies as of April 1, cash flow and shareholders’ equity for the six months then ended (2017 is referred to herein as the “Interim FinancialsBalance Sheet.), (iiib) a schedule The Financial Statements are derived from the books and records of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 Seller and the twelve month period ended December 31Group Companies, 2006 (together with the Interim Financialsand present fairly, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects respects, the consolidated financial position and results of operation of the Group Companies (assuming the consummation of the Intercompany Restructuring) as of their historical dates and for the periods indicated. The Financial Statements (including the accounts receivable, inventory and related reserves reflected thereon) have been prepared in accordance with GAAP and the assumptions, methodologies and procedures set forth on Schedule 4.3(b) of the Companies’ Disclosure Letter applied on a consistent basis throughout for the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated thereinincluded, subject to the absence of notes and, in the case of the Interim Financials Financial Statements, to all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of results of operations for the interim period and of the financial condition as of the date of the Interim Balance Sheet but excluding, such other, if any, normal year-end adjustmentsadjustments (the effect of which would not be material). Neither the Seller nor the Group Companies has made any material change in their accounting policies with respect to inventory or accounts receivable within the past two years. (c) Except as disclosed on Schedule 4.3(c), which are not as of the date hereof, (i) the Group Companies have no material liabilities that would be required to be disclosed in amount or significance in any individual case or in the aggregate. The Financials have been financial statements prepared in accordance with all applicable legislation GAAP and all current accounting standards applicable to Sweden. The unaudited consolidated the assumptions, methodologies, and procedures set forth on Schedule 4.3(b) of the Companies’ Disclosure Letter, that were not reflected or reserved against on the balance sheet included in the Interim Financial Statements, other than (A) accounts payable, (B) obligations arising under any Contracts of the Group Companies (other than obligations arising from a breach thereof by a Group Company), (C) normal year-end adjustments and accruals, and (D) liabilities which have been incurred in the ordinary course of business (none of which arise from any breach of a Contract by a Group Company or any material violation of any Law or Order by a Group Company or any Action against a Group Company), and its Subsidiaries (ii) no Group Company has any known contingent liabilities that would be required by Accounting Standards Codification 450 (“ASC 450”) to be reflected in the consolidated financial statements of the Group Companies prepared in accordance with GAAP, but for a determination made by management that such liabilities were not reasonably probable of assertion or sufficiently determinable in amount to require that they be reflected in the Financial Statements by ASC 450. (d) Except as disclosed on Schedule 4.3(d), as of the Balance Sheet Date is referred date hereof, each Group Company has good title to hereinafter all material personal property reflected in the Interim Financial Statements as owned by it and holds a valid lease for all material personal property reflected in the “Current Balance Sheet” Interim Financial Statements and shall include an itemized statement leased by it, except for material personal property that has been disposed of in the ordinary course since March 31, 2017 or as reflected on Schedule 4.5 to the Companies’ Disclosure Letter. (e) The Group Companies make and keep accurate books and records in accordance with sound business practices reflecting their respective assets and maintain internal accounting controls that provide reasonable assurance that (i) transactions are executed in accordance with management’s authorization and (ii) transactions are recorded as necessary to permit preparation of the Company’s Working Capital as Financial Statements and to maintain accountability for the assets of the Balance Sheet Date Neither Group Companies. (f) The initial pricing terms set forth in the Company nor any of Ancillary Agreements are consistent in all material respects with the Subsidiaries have filed intercompany charges and corporate allocations, as applicable, for such services (or have had filed against itsubject to changes in underlying commodity prices) any petition for its winding-up, is not insolvent within utilized by the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of Group Companies during the Company or any of its Subsidiaries. Neither periods covered by the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsFinancial Statements.

Appears in 1 contract

Samples: Share Purchase Agreement (Cott Corp /Cn/)

Company Financial Statements. Section 3.6 of Company has delivered to Parent as an attachment to the Sellers’ Company Disclosure Schedule sets forth (i) the Letter audited consolidated balance sheets, statements of operations, statements of cash flows and statements of changes in shareholders’ equity for the fiscal years ended June 30, 2004, 2003 and 2002 (all such financial statements of Company and any notes thereto are hereinafter collectively referred to as the “Company Financial Statements”). The Company Financial Statements: (a) are derived from and are in accordance with the books and records of Company, (b) fairly present the financial condition of Company at the dates therein indicated and the results of operations for the periods therein specified, and (c) have been prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with prior periods. The audited balance sheet of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 2004 (the “Balance Sheet Date”), and ) included in the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively Financial Statements is hereinafter referred to as the “Financials,Balance Sheet.with all such Financials certified Except as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair disclosed in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated thereinFinancial Statements, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of since the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-upDate, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither neither the Company nor any of its Subsidiaries subsidiaries has initiated any proceedings with respect liabilities required under GAAP to be set forth on a compromise balance sheet (absolute, accrued, contingent or arrangement with its creditors otherwise) which are, individually or for its dissolutionin the aggregate, liquidation material to the business, results of operations or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect financial condition of the Company, except for liabilities incurred in connection with this Agreement. All reserves established by Company that are set forth in or any reflected in the Balance Sheet are adequate. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Subsidiaries or any of its Financial Accounting Standards Board in March 1975) which are not adequately provided for in the Balance Sheet as required by said Statement No. 5. The Financial Statements comply in all material assetsrespects with the SEC’s (defined below) Staff Accounting Bulleting No. 101.

Appears in 1 contract

Samples: Merger Agreement (Intermix Media, Inc.)

Company Financial Statements. Section 3.6 (a) Schedule 3.8 of the Sellers’ Company Disclosure Schedule sets forth Letter includes the Company Financial Statements. The Company Financial Statements: (ia) are derived from and are in accordance with the audited books and records of the Company; (b) fairly present the consolidated balance sheet financial condition of the Company and its Subsidiaries as of December 31, 2006, at the dates therein indicated and the related consolidated statements results of income, operations and cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet flows of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended periods therein specified (subject, in the “Interim Financials”case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount), (iii) a schedule of Company Indebtedness ; and (ivc) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherprior periods (except that the unaudited financial statements do not have notes thereto). The Company and its Subsidiaries have no Liability, including without limitation, except for those (a) shown on the Company Balance Sheet and (b) that all expenses were incurred after the Balance Sheet Date in the ordinary course of the Company’s business consistent with its past practices. All reserves established by the Company that are set forth in or reflected in the Company Balance Sheet have been recorded established in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP)are adequate. The Financials give a true and fair view of the consolidated financial conditionClosing Financial Certificate, operating results and cash flows of as delivered by the Company to Acquiror, shall be true, correct and its Subsidiaries as of the dates and during the periods indicated therein, subject complete in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregateall respects. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of Estimated Closing Balance Sheet Certificate, as delivered by the Company to Acquiror, shall be true, correct and its Subsidiaries as of complete in all respects. (b) Prior to the Balance Sheet Date is referred Effective Time, the Company will provide to hereinafter as Acquiror the “Current Balance Sheet” and shall include an itemized statement of following audited financial statements: the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-upconsolidated balance sheets dated December 31, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements2003 and 2004, and has not made any assignment the Company’s consolidated statements of operations, statements of cash flows and statements of changes in favor of its creditorsstockholders’ equity for the years ended December 31, nor has any petition for receivership or any administration order been presented in respect of 2003 and 2004 (collectively, the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets“Audited Financial Statements”).

Appears in 1 contract

Samples: Agreement and Plan of Merger (Covad Communications Group Inc)

Company Financial Statements. Section 3.6 (a) As used herein, the term “Signing Company Financials” means the Company’s unaudited consolidated financial statements, consisting of the Sellers’ Disclosure Schedule sets forth (i) Company’s balance sheets, statements of income and statements of cash flow, as of December 31, 2008, and March 31, 2009. As used herein, the term “Closing Company Financials” means the Company’s audited consolidated balance sheet financial statements (including, in each case, any related notes thereto), consisting of the Company Company’s balance sheets, statements of income and its Subsidiaries statements of cash flow, as of December 31, 2006, December 31, 2007 and December 31, 2008 and the related unaudited consolidated financial statements as of incomeMarch 31, cash flow 2009 and shareholders’ equity any subsequent quarter. True and correct copies of the Signing Company Financials are attached hereto on Section 2.7(a) of the Company Disclosure Schedule. The Signing Company Financials (i) in all material respects accurately reflect the Company’s books and records as of the times and for the 12-month period then ended (the “Year-End Financials”)periods referred to therein, and (ii) were prepared in accordance with GAAP methodologies applied on a consistent basis throughout the unaudited consolidated balance sheet periods involved (except as set forth on Section 2.7(a) of the Company Disclosure Schedule and its Subsidiaries except for the absence of footnotes and audit adjustments in the case of unaudited Signing Company Financials). The Closing Company Financials will, as of June 30the Closing Date, 2007 (i) in all material respects accurately reflect the “Balance Sheet Date”)Company’s books and records as of the times and for the periods referred to therein, and (ii) be prepared in accordance with GAAP methodologies applied on a consistent basis throughout the related unaudited consolidated statements of income, cash flow periods involved (except as may be indicated in the notes thereto and shareholders’ equity except for the six months then ended (absence of footnotes and audit adjustments in the “Interim case of unaudited Closing Company Financials), (iii) a schedule fairly present in all material respects the consolidated financial position of the Company Indebtedness as of the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated and (iv) a statement to the extent required for inclusion in the Proxy Statement/Prospectus, will comply as of comprehensive income for the six month period ended June 30Closing Date, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair [A] in all material respects with the Securities Act, Regulation S-X and have been the published general rules and regulations of the SEC and [B] will be prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices involved (except that as may be indicated in the Interim Financials do not contain notes thereto and except for the absence of footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject audit adjustments in the case of the Interim Financials unaudited Closing Company Financials). For purposes of this Agreement, “GAAP” means United States generally accepted accounting principles consistently applied, as in effect from time to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetstime.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Alternative Asset Management Acquisition Corp.)

Company Financial Statements. (a) Section 3.6 2.5 of the Sellers’ Disclosure Schedule sets forth the Company’s (i) the audited consolidated unaudited balance sheet of the Company and its Subsidiaries sheets as of December 31, 2006, 2018 and the related consolidated unaudited statements of incomeoperations and cash flows for the last fiscal year then ended and (ii) unaudited balance sheet as of May 31, 2019 (the “Balance Sheet”) and the related unaudited statement of operations and cash flow and shareholders’ equity for the 12five-month period then ended (collectively, the “Year-End Company Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Company Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a basis consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP other and all revenue has been recorded in a manner consistent with past practices (except that present fairly the Interim Financials do not contain footnotes financial condition and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject in except that the case Company Financials may not contain all of the Interim Financials footnotes required by GAAP and are subject to normal and recurring year-end adjustments. (b) The Company has no debts, which liabilities or material obligations of any nature, whether accrued, absolute, contingent, or otherwise, and whether due or to become due, that are not material material, either individually or collectively, (“Liability”) of the type required to be reflected in amount or significance in any individual case or in the aggregate. The Financials have been prepared financial statements in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of GAAP), which (i) has not been reflected in the Balance Sheet Date is referred to hereinafter as Sheet, (ii) has not been disclosed in the “Current Balance Sheet” and shall include an itemized statement Disclosure Schedule or (iii) has not arisen in the ordinary course of the Company’s Working Capital as business since the date of the Balance Sheet Date Neither the Sheet, consistent with past practices. (c) The Company nor does not have outstanding any “extensions of the Subsidiaries have filed credit” (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect Section 402 of the Company or Sxxxxxxx-Xxxxx Act of 2002 (including the rules and regulations promulgated thereunder, the “Sxxxxxxx-Xxxxx Act”) to any of its Subsidiariesdirectors or executive officers (as defined in Rule 3b-7 under the Exchange Act). Neither the The Company has not guaranteed nor is it responsible or liable for any Indebtedness, liability or other obligation of its Subsidiaries any Person. The Company has initiated not effected any proceedings with respect to a compromise securitization transactions or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding“off-up or cessation balance sheet arrangements” (as defined in Item 303(c) of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsRegulation S-K).

Appears in 1 contract

Samples: Merger Agreement (Mateon Therapeutics Inc)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth (i) the audited consolidated balance sheet of Company has delivered to Acquirer as an attachment to the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the Disclosure Letter unaudited consolidated balance sheet sheets of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), 2000 and the related Company's unaudited consolidated statements of incomeoperations, statements of cash flow flows and shareholders’ statements of changes in stockholders' equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended from inception to June 30, 2007 and the twelve month period ended December 31, 2006 2000 (together with the Interim Financials, the Year-End Financials and the schedule all such financial statements of Company Indebtedness, and any notes thereto are hereinafter collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief "Company Financial OfficerStatements"). The Financials Company Financial Statements: (a) are true derived from and fair are in all material respects accordance with the books and records of Company, (b) fairly present the financial condition of Company at the dates therein indicated and the results of operations for the periods therein specified, and (c) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (prior periods except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view for any absence of the consolidated financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Swedennotes thereto. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2000 (the "Balance Sheet Date") included in the Company Financial Statements is hereinafter referred to as the "Balance Sheet." Except as disclosed in the Company Financials, since the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither neither the Company nor any of its Subsidiaries subsidiaries has initiated any proceedings with respect liabilities required under GAAP to be set forth on a compromise balance sheet (absolute, accrued, contingent or arrangement with its creditors otherwise) which are, individually or for its dissolutionin the aggregate, liquidation material to the business, results of operations or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect financial condition of the Company, except for liabilities incurred since the Balance Sheet Date in the ordinary course of business consistent with past practices and liabilities incurred in connection with this Agreement. All reserves established by Company that are set forth in or any reflected in the Balance Sheet are established in accordance with GAAP. At the Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Subsidiaries or any of its material assetsFinancial Accounting Standards Board in March 1975) which are not adequately provided for in the Balance Sheet as required by said Statement No.

Appears in 1 contract

Samples: Merger Agreement (Interwoven Inc)

Company Financial Statements. (a) Section 3.6 3.9(a) of the Sellers’ Company Disclosure Schedule sets forth the Company Financial Statements. The Company Financial Statements: (ia) are derived from the audited consolidated balance sheet Books and Records and are complete and correct, (b) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of December 31, 2006, on a consolidated basis at the dates therein indicated and the related consolidated statements results of income, operations and cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet flows of the Company and its Subsidiaries as of June 30, 2007 (on a consolidated basis for the “Balance Sheet Date”)periods therein specified, and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iiic) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherprior periods (except that the Company Financial Statements do not have notes and are subject to normal recurring year-end adjustments, including without limitationthe effect of which are not, that all expenses have been individually or in the aggregate, material to the Company). (b) All of the accounts receivable, whether billed or unbilled, of the Company and its Subsidiaries arose in the Ordinary Course of Business, are carried at values determined in accordance with GAAP consistently applied, are not subject to any valid set-off or counterclaim, do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, and are collectible except to the extent of reserves therefor set forth in the Company Balance Sheet or, for accounts receivable arising subsequent to the Balance Sheet Date, as reflected on the Books and Records of the Company and its Subsidiaries (which accounts receivable are recorded in accordance with GAAP consistently applied). No Person has any Encumbrance on any accounts receivable of the Company or its Subsidiaries and all revenue no request or agreement for deduction or discount has been recorded made with respect to any accounts receivable of the Company or its Subsidiaries. (c) Neither the Company nor any of its Subsidiaries has any material Liabilities, except for (i) those shown on the Company Balance Sheet or (ii) those that were incurred after the Balance Sheet Date in a manner consistent with past practices the Ordinary Course of Business (except that none of which relate to any breach of contract, breach of warranty, tort, infringement, or violation of Law, or any Action against the Interim Financials do Company or any of its Subsidiaries, and which are included in the calculation of Closing Net Working Capital, Closing Indebtedness or Unpaid Transaction Expenses or are not contain footnotes and other presentation items that may be required by GAAPindividually or in the aggregate, material in amount). The Financials give a true All reserves established by the Company that are set forth in or reflected in the Company Balance Sheet have been established in accordance with GAAP and fair view are adequate. No bankruptcy, insolvency, winding up, or similar proceedings have occurred or are pending or, to the Knowledge of the consolidated financial conditionCompany, operating results threatened against the Company or its Subsidiaries or any of the Company’s or its Subsidiaries’ respective properties or assets, and cash flows there is no basis therefor. The Company is, and will be as of immediately prior to the Closing, financially solvent in accordance with GAAP. (d) Section 3.9(d) of the Company Disclosure Schedule sets forth a complete and correct list of each item of Indebtedness of the Company and its Subsidiaries as of the dates Agreement Date, identifying the name and during the periods indicated therein, subject in the case address of the Interim Financials to normal year-end adjustmentscreditor thereto, which are not material in all related Contracts, the amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries such Indebtedness as of the Balance Sheet Date is referred close of business on the Agreement Date, and any restriction or penalty upon the prepayment of any such Indebtedness. With respect to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither any Indebtedness, neither the Company nor any of the its Subsidiaries have filed is or has ever been in default and no payments are past due. (or have had filed against ite) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect The minute books of the Company are complete and up-to-date in all material respects and have been maintained in accordance with reasonable business practice and applicable Law. The minutes of the Company contain true, correct and complete records, in all material respects, of all actions taken, and summaries of all meetings held, by the respective stockholders and the board of directors of the Company (and any committees thereof). The Company has made and kept the Books and Records in accordance with reasonable business practice and applicable Law. The Company has not engaged in any material transaction, maintained any bank account or used any corporate funds except as reflected in its Books and Records. Transactions recorded in the Books and Records represent bona fide transactions, and the revenues, expenses, assets and Liabilities of the Company and each of its Subsidiaries. Subsidiaries have been properly recorded therein in all material respects. (f) Neither the Company nor any of its Subsidiaries Representatives, has initiated received or otherwise obtained any proceedings with respect written, or to a compromise the Knowledge of the Company, oral, complaint, allegation, assertion or arrangement with claim regarding the accounting or auditing practices, procedures, methodologies or methods of the Company or its creditors internal accounting controls, including any complaint, allegation, assertion or for its dissolution, liquidation claim that the Company has engaged in questionable accounting or reorganization or the winding-up or cessation of its businessauditing practices. No receiver or administrative receiver or liquidator There has been appointed in respect no fraud, whether or not material, involving any member of the board of directors or any officer of the Company or any employee of the Subsidiaries or any of its material assetsCompany who has a significant role in the Company’s internal control over financial reporting.

Appears in 1 contract

Samples: Merger Agreement (ReWalk Robotics Ltd.)

Company Financial Statements. Section 3.6 The Company has delivered to Acquirer as attachments to Schedule 3.8.1 of the Sellers’ Company Disclosure Schedule sets forth Letter (i) the audited consolidated balance sheet sheets of the Company and its Subsidiaries as of December January 31, 20062002 and January 31, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”)2003, (ii) the an unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30July 31, 2007 2003, (iii) the “Balance Sheet Date”)Company’s audited consolidated statements of operations, statements of cash flows and statements of changes in stockholders’ equity for the fiscal years ended January 31, 2002 and January 31, 2003, and (iv) the related Company’s unaudited consolidated statements of incomeoperations, statements of cash flow flows and shareholdersstatements of changes in stockholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six six-month period ended June 30, 2007 and the twelve month period ended December July 31, 2006 2003 (all such financial statements of the Company and any notes thereto, together with the Interim Financialsfinancial statements of the Company delivered to Acquirer pursuant to Section 9.17, the Year-End Financials and the schedule of Company Indebtedness, are hereinafter collectively referred to as the “Financials,” with all such Financials certified as Company Financial Statements”). A true and accurate by correct description of all critical accounting policies used in preparing the Company Financial Statements have been set forth in the notes to the Company’s Chief audited Company Financial Officer)Statements. The Financials Company Financial Statements: (a) are true derived from and fair are in all material respects accordance with the books and records of the Company and the Subsidiaries; (b) fairly present the financial condition of the Company and the Subsidiaries at the dates therein indicated and the results of operations for the periods therein specified; and (c) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherprior periods except for any absence of notes to any of the unaudited Company Financial Statements. The Company and the Subsidiaries have no debt, including without limitationliability, obligation or commitment of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company’s unaudited balance sheet as of July 31, 2003 included in the Company Financial Statements (the “Balance Sheet”) and (b) that all expenses may have been recorded incurred after July 31, 2003 (the “Balance Sheet Date”) in the ordinary course of the Company’s and the Subsidiaries’ business consistent with its past practices and that are, individually or in the aggregate, not material to the business results of operations or financial condition of the Company and the Subsidiaries. All reserves established by the Company that are set forth in or reflected in the Balance Sheet were reasonably established in accordance with GAAP and all revenue based on historical rates. Except for obligations and liabilities reflected in the Company Financial Statements, the Company has been recorded in a manner consistent with past practices no material off-balance sheet obligation or liability of any nature (except that matured or unmatured, fixed or contingent) to, or any financial interest in, any third party or entities, the Interim Financials do not contain footnotes and other presentation items that may be required purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by GAAP)Company. The Financials give a true and fair view Company Financial Statements comply in all material respects with the American Institute of Certified Public Accountants’ Statement of Position 97-2. The Company has not had any dispute with any of its auditors regarding accounting matters or policies. To the consolidated financial conditionCompany’s knowledge, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject there are no significant deficiencies or material weaknesses in the case of the Interim Financials to normal year-end adjustments, which are not material in amount design or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement operation of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up Subsidiaries’ internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data. To the Company’s knowledge, there is no fraud in connection with the Financial Statements, whether or cessation of its business. No receiver not material, that involves management or administrative receiver or liquidator has been appointed other employees who have a significant role in respect of the Company or any of the Subsidiaries or any of its material assetsCompany’s internal controls.

Appears in 1 contract

Samples: Merger Agreement (Netscreen Technologies Inc)

Company Financial Statements. a. Attached as Section 3.6 of the Sellers’ Disclosure Schedule sets forth (i2.9(a) the audited consolidated balance sheet of the Company Disclosure Schedule are the Company’s consolidated audited balance sheets, statements of operations and its Subsidiaries as cash flows for the fiscal years of December the Company ended January 31, 20062010, 2011, 2012, and 2013, and the related consolidated statements of income, cash flow and shareholders’ equity Company’s unaudited balance sheet for the 12-six month period then ended (the “Year-End Financials”)July 31, (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”)2013, and the related unaudited consolidated statements income statement of income, cash flow and shareholders’ equity the Company for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred to herein as the “Financials,Company Balance Sheetwith and the date thereof, the “Company Balance Sheet Date”, and all such Financials certified financial statements being collectively referred to herein as true and accurate by the Company’s Chief “Company Financial OfficerStatements”). The Financials are true Such Company Financial Statements (a) were prepared in accordance with the books and fair records of the Company and the Subsidiaries, (b) present fairly in all material respects the financial condition of the Company and the Subsidiaries at the date or dates therein indicated and the results of operations for the period or periods therein specified, and (c) have been prepared in accordance with GAAP applied on a consistent basis throughout GAAP, except, as to the periods indicated unaudited Company Financial Statements, for the omission of notes thereto and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials to normal customary year-end audit adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date . b. Neither the Company nor any Subsidiary has any Liabilities of any nature, other than (i) those set forth or adequately provided for in the Company Balance Sheet as of the Subsidiaries have filed Company Balance Sheet Date and included in the Financial Statements, (ii) those incurred in the conduct of the Company’s or have had filed against itany Subsidiary’s business since the Company Balance Sheet Date in the ordinary course, which are not individually in excess of $25,000 or in the aggregate in excess of $100,000, (iii) any petition for those incurred by the Company in connection with the execution of this Agreement or the performance by the Company of its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirementsobligations hereunder, and (iv) Liabilities that are listed on Section 2.9(b) of the Company Disclosure Schedule and not reflected on the Company Financial Statements. Except for Liabilities reflected in the Company Financial Statements, neither the Company nor any Subsidiary has not made any assignment in favor off balance sheet liability of its creditorsany nature to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by the Company or any Subsidiary. c. Neither the Company nor any Subsidiary, nor has to the Company’s Knowledge, any petition for receivership current or any administration order been presented in respect former employee, advisor, consultant or director of the Company or any Subsidiary, has identified or been made aware of its Subsidiaries. Neither any fraud, whether or not material, that involves the Company nor Company’s or any of its Subsidiaries has initiated any proceedings with respect to a compromise Subsidiary’s management or arrangement with its creditors other current or for its dissolutionformer employees, liquidation consultants, advisors or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect directors of the Company or any Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any Subsidiary, or any claim or allegation regarding any of the Subsidiaries or any of its material assetsforegoing.

Appears in 1 contract

Samples: Merger Agreement (Proofpoint Inc)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth (i) the audited consolidated balance sheet 2.6 of the Company Disclosure Letter includes the Company's audited and/or reviewed consolidated financial statements (balance sheets, income statements and its Subsidiaries statements of cash flows) as of December and for the fiscal years ending January 31, 20061996, 1995 and 1994 and the related Company's unaudited consolidated financial statements (balance sheets, income statement and statement of income, cash flow flow) as of and shareholders’ equity for the 12-month period then ended eleven (the “Year-End Financials”), (ii11) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 1996 (collectively, together with the Interim Financialsfinancial statements for the twelve months ended January 31, 1997 to be delivered pursuant to Section 1.4, the Year-End Financials and the schedule "Financial Statements"). Except for customary year end adjustments (of Company Indebtednesswhich, collectively referred as the “Financials,” with all such Financials certified as true and accurate by to the Company’s Chief 's current knowledge, no individual item will be greater than $100,000) the Financial Officer). The Financials Statements are true complete and fair in all material respects correct and have been (or, in the case of the January 31, 1997 financial statements, will be) prepared in accordance with GAAP applied on a basis consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices other (except that the Interim Financials unaudited financial statements for the eleven (11) months ended December 31, 1996 do not contain footnotes the notes necessary to be in accordance with generally accepted accounting principles and other presentation items that may be required by GAAP)are subject to customary year end adjustments. The Financials give a true Financial Statements present fairly (and fair view of the consolidated January 31, 1997 financial condition, statements will present fairly) the financial condition and operating results 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 Interim Financials to normal year-therein except for customary year end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated audited balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date January 31, 1996 is hereinafter referred to hereinafter as the “Current "Audited Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect ." The unaudited balance sheet of the Company or any as of its Subsidiaries. Neither December 31, 1996 is hereinafter referred to as the Company nor any of its Subsidiaries has initiated any proceedings with respect "Unaudited Balance Sheet." It is acknowledged that the balance sheet for January 31, 1997 will include reserves for payments to a compromise or arrangement with its creditors or be made for its dissolutionEmployment Termination Agreements, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsdeferred compensation and bonuses.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (American Business Information Inc /De)

Company Financial Statements. Section 3.6 of (a) On or before July 31, 2014, the Sellers’ Disclosure Schedule sets forth Company will furnish to Crossbox the Company’s (i) the audited consolidated balance sheet sheet, income statement and statement of the Company and its Subsidiaries cash flows) as of and for the years ended December 31, 20062012 and December 31, 2013, which will have been audited by an independent auditing from that is PCAOB qualified (collectively, the “Company Audited Financial Statements”), and the related consolidated statements (ii) unaudited balance sheet, income statement and statement of incomecash flows as of June 30, cash flow 2014 and shareholders’ equity June 30, 2013 and for the 12-comparative six (6) month period periods then ended (the “Year-End Financials”)Company Unaudited Financial Statements and, (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim FinancialsCompany Audited Financial Statements, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial OfficerStatements”). The Financials are true and fair in all material respects and Company Financial Statements (i) will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated covered (except for the omission of footnotes in the Company Unaudited Financial Statements and consistent with each otherthe absence of any year-end adjustments for periods ending other than at the end of a fiscal year), including without limitationand (ii) fairly present, in all material respects, the consolidated financial position of the Company as of the respective dates thereof and the Company’s results of operations for the periods covered thereby. Except as required by GAAP, the Company has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of its most recently ended fiscal year. (b) There are no liabilities or obligations of the Company of any kind whatsoever (absolute, accrued, contingent, determined, determinable or otherwise), and to the Knowledge of the Company, there is no existing condition, situation or set of circumstances that all expenses could reasonably be expected to result in such a liability or obligation, except such liabilities or obligations (i) that are fully reflected or provided for in the Company Financial Statements or the notes thereto or (ii) that have been recorded arisen in accordance with GAAP and all revenue has been recorded in a manner the ordinary course of business, consistent with past practices (except that the Interim Financials do not contain footnotes practice, since March 31, 2014 and other presentation items that may be required by GAAP). The Financials give of a true and fair view of the consolidated financial condition, operating results and cash flows of type reflected or provided for in the Company and its Subsidiaries as of the dates and during the periods indicated thereinFinancial Statements, subject which in the case of the Interim Financials to normal year-end adjustments, which aggregate are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet excess of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets$25,000.

Appears in 1 contract

Samples: Agreement and Plan of Merger (FlikMedia, Inc.)

Company Financial Statements. Section 3.6 Company has delivered to Excite@Home ---------------------------- as a schedule to Part 2.9 of the Sellers’ Disclosure Schedule sets forth (i) Company Letter, the corporate predecessor of Company's audited consolidated balance sheet of the Company and its Subsidiaries sheets as of December 31, 20061996, 1997 and 1998 and the related corporate predecessor of Company's audited consolidated statements of income, statements of cash flow flows and shareholders’ statements of changes in stockholders' equity for the 12-month period then years ended (December 31, 1996, 1997 and 1998 and the “Year-End Financials”), (ii) the corporate predecessor of Company's unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30July 31, 2007 (the “Balance Sheet Date”), 1999 and the related corporate predecessor of Company's unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six seven month period ended June 30, 2007 and the twelve month period ended December July 31, 2006 1999 (together with all such financial statements of the Interim Financials, the Year-End Financials and the schedule corporate predecessor of Company Indebtedness, and any notes thereto are hereinafter collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief "Company Financial OfficerStatements"). The Financials Company Financial Statements (a) are true derived from and fair in all material respects accordance with the books and records of the corporate predecessor of Company and its Subsidiaries, (b) fairly present the financial condition of the corporate predecessor of Company at the dates therein indicated and the results of operations for the periods therein specified and (c) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded prior periods except for any absence of notes thereto. Except as set forth in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows Part 2.9 of the Company Letter, Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and its Subsidiaries whether due or to become due, except for (i) those shown on the corporate predecessor of Company's audited balance sheet as of the dates and during the periods indicated thereinDecember 31, subject 1998 included in the case Company Financial Statements (the "Balance Sheet"), and (ii) those that may have been incurred after December 31, 1998 (the "Balance Sheet Date") in the ordinary course of business of Company or of the Interim Financials to normal year-end adjustmentscorporate predecessor of Company, which consistent with its past practices, and that are not material in amount amount, either individually or significance in any individual case or collectively, and (iii) those that are not required to be set forth in the aggregateBalance Sheet under GAAP. The Financials have been prepared All reserves established by the corporate predecessor of Company that are set forth in or reflected in the Balance Sheet are established in accordance with all applicable legislation and all current accounting standards applicable to SwedenGAAP. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of At the Balance Sheet Date Date, there were no material loss contingencies (as such term is referred to hereinafter as used in Statement of Financial Accounting Standards No. 5 issued by the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of Financial Accounting Standards Board in March 1975) which are not adequately provided for in the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiariesas required by such Statement No. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets5.

Appears in 1 contract

Samples: Merger Agreement (At Home Corp)

Company Financial Statements. (a) Section 3.6 2.8(a) of the Sellers’ Company Disclosure Schedule sets forth (i) the audited consolidated Company’s unaudited financial statements (the balance sheet sheet, profit and loss statement and statement of cash flows) for the Company and its Subsidiaries as of fiscal year ended December 31, 20062013, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the Company’s unaudited consolidated financial statements (the balance sheet sheet, profit and loss statement and statement of cash flows) for the Company and its Subsidiaries as of June 30three-month period ended March 31, 2007 2014 (the “Balance Sheet Date”) (the financial statements referenced in the foregoing clauses (i) and (ii) being referred to herein, collectively, as the “Company Financial Statements”), and . The unaudited balance sheet of the related unaudited consolidated statements of income, cash flow and shareholders’ equity Company for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six three-month period ended June 30, 2007 and as of the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively Balance Sheet Date is referred to hereinafter as the “Financials,” with all such Financials certified as true Company Balance Sheet”. (b) The Company Financial Statements (i) were derived from the books and accurate by records of the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and , (ii) have been prepared in accordance with with, and otherwise comply as to form with, GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials Company Financial Statements do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a ) and (iii) true and fair view of correct in all material respects and present fairly the consolidated financial condition, operating results and cash flows condition of the Company and its Subsidiaries as of the dates therein indicated and during the results of operations, cash flows and stockholders’ equity of the Company for the periods indicated thereintherein specified. Since the Balance Sheet Date, subject there has been no change in the case any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregateCompany. The Financials have been prepared in accordance with all applicable legislation Company has established and all current maintains, adheres to and enforces a system of internal accounting standards applicable controls designed to Sweden. provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. (c) The unaudited accounts and notes receivable of the Company reflected on the consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred included in the Company Financial Statements, and all accounts and notes receivable arising subsequent to hereinafter the Balance Sheet Date, (i) arose from bona fide sales transactions in the ordinary course of business, consistent with past practice, and are payable on ordinary trade terms, (ii) are legal, valid and binding obligations of the respective debtors enforceable in accordance with their respective terms, except as the “Current Balance Sheet” enforceability thereof may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar Laws relating to the enforcement of creditors’ rights generally and shall include an itemized statement by general principles of equity, (iii) are not subject to any valid set-off or counterclaim and (iv) do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, subject to returns pursuant to warranties provided to the Company’s Working Capital as Company in conjunction with the licensing of software, the aggregate value of which returns attributable to products licensed prior to the Balance Sheet Date will not exceed the amount reserved therefor on the Company Balance Sheet. (d) The Company has no Liabilities (whether or not required to be reflected in the Company Financial Statements in accordance with GAAP) other than (i) those set forth or adequately provided for in the Company Balance Sheet, (ii) those incurred by the Company since the Balance Sheet Date in the ordinary course of business consistent with past practice, which do not result from any breach of Contract, tort or violation of Law and (iii) those incurred by the Company in connection with the execution of this Agreement. Except for Liabilities reflected in the Company Balance Sheet, the Company has no “off balance sheet” Liability to, or any financial interest in, any third party or entities, the purpose of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt or other Liability expenses of the Company. (e) Neither the Company nor nor, to the Company’s Knowledge, any current or former employee, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves the Company’s management or other current or former employees, consultants directors of the Company who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the Subsidiaries have filed (foregoing. No attorney representing the Company, whether or have had filed against it) any petition for its winding-upnot employed by the Company, is not insolvent within has reported to the meaning Board of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect Directors of the Company or any committee thereof or to any director or officer of its Subsidiaries. Neither the Company nor any evidence of its Subsidiaries has initiated any proceedings with respect to a compromise material violation of securities laws, breach of fiduciary duty or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of similar violation by the Company or any of their respective officers, directors, employees or agents. (f) The Company has no Indebtedness. (g) The audited financial statements of the Subsidiaries or any Company delivered to Parent pursuant to Section 4.15 (i) will be derived from and accurately reflect the books and records of its the Company, (ii) prepared in accordance with, and otherwise comply as to form with, GAAP applied on a consistent basis throughout the periods indicated and (iii) will be correct and complete in all material assetsrespects and represent fairly the financial condition of the Company at the dates therein indicated and the results of operations, cash flows and stockholders’ equity of the Company for the periods therein specified.

Appears in 1 contract

Samples: Merger Agreement (Audience Inc)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth The Company has made available to Parent (ia) the Company’s audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 20062001, and the related consolidated audited statements of income, cash flow flows and shareholdersstockholders’ equity for the 12-month period then ended (the “Year-End Financials”)ending on December 31, 2001, (iib) the unaudited consolidated Company’s audited balance sheet of the Company and its Subsidiaries as of June 30December 31, 2007 2002, and the related audited statements of income, cash flows and stockholders’ equity for the twelve (12)-month period ending on December 31, 2002 and (c) the “Balance Sheet Date”)Company’s unaudited balance sheet as of March 31, 2003, and the related unaudited consolidated statements of income, cash flow flows and shareholdersstockholders’ equity for the six months then three (3)-months ended March 31, 2003 (the “Interim FinancialsCompany Financial Statements), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials Company Financial Statements are true correct and fair complete in all material respects and have been prepared in accordance with GAAP (except that unaudited financial statements do not have notes thereto and are subject to normal year-end audit adjustments, which will not in the aggregate be material) consistently applied on a basis consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded except as set forth in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP)notes to the Company Financial Statements. The Financials give a true Company Financial Statements present fairly and fair view of accurately in all material respects the consolidated Company’s financial condition, condition and operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date March 31, 2003 is referred to hereinafter as the “Current Balance Sheet.and shall include an itemized statement Since December 31, 2002, there has been no material change in any accounting policies, principles, methods or practices, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), of the Company’s Working Capital as . The Company and its Subsidiaries have no obligations or liabilities of any nature (matured or unmatured, fixed or contingent) other than those set forth or adequately provided for in the Current Balance Sheet and other than contractual obligations or liabilities incurred between March 31, 2003 and the Closing Date in the ordinary course consistent with past practices and not in violation of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment covenants set forth in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsArticle IV below.

Appears in 1 contract

Samples: Merger Agreement (Staktek Holdings Inc)

Company Financial Statements. Section 3.6 (a) Complete copies of the Sellers’ Disclosure Schedule sets forth (i) Company’s audited financial statements consisting of the audited consolidated balance sheet of the Company as of December 27, 2013 and December 28, 2012 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the fiscal years then ended (the “Audited Financial Statements”), and unaudited financial statements consisting of the balance sheet of the Company as at September 26, 2014 and the related statements of income and retained earnings, stockholders’ equity and cash flow for the nine-month period then ended (the “Interim Financial Statements” and together with the Audited Financial Statements, the “Financial Statements”) have been delivered to Parent. The balance sheet of the Company as of December 27, 2013 is referred to herein as the “Balance Sheet” and the balance sheet of the Company as of September 26, 2014 is referred to herein as the “Interim Balance Sheet.” (b) The Financial Statements are derived from the books and records of the Company, and present fairly, in all material respects, the consolidated financial position and results of operation of the Company and its Subsidiaries as of December 31, 2006, their historical dates and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer)periods indicated. The Financials are true and fair in all material respects and Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherbasis, including without limitationsubject, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials Financial Statements, to all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of results of operations for the interim period and of the financial condition as of the date of the Interim Balance Sheet but excluding, such other, if any, normal year-end adjustmentsadjustments (the effect of which will not be material) and the absence of notes (that, which are if presented, would not material in amount or significance in any individual case or differ materially from those presented in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet audited financial statements). (c) Except as set forth on Section 4.4(c) of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-upDisclosure Letter, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither neither the Company nor any of its Subsidiaries has initiated any proceedings with respect debt, liability or other obligation that would be required to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization be disclosed in audited financial statements or the winding-up notes thereto prepared in accordance with GAAP, except those liabilities (i) reflected in the Financial Statements, (ii) disclosed in the Company Disclosure Letter, (iii) incurred in the ordinary course of business consistent with past practice (and not involving any violation of Law or cessation breach under any contract by the Company or any Subsidiary) since the date of the Interim Balance Sheet that are not, individually or in the aggregate, material to the Company and its business. No receiver Subsidiaries, taken as a whole, and (iv) for performance obligations arising out of or administrative receiver or liquidator has been appointed in respect of under Contracts to which the Company or any of its Subsidiaries is a party (but excluding any Liability for breach thereof). (d) All of the outstanding accounts receivable shown on the Financial Statements have been valued in accordance with GAAP applied on a consistent basis and represent, as of the respective dates thereof, valid Liabilities of a third party to the Company arising from sales actually made or services actually performed, in each case, in the ordinary course of business consistent with past practice. All of the outstanding accounts receivable deemed uncollectible have been reserved against on the Financial Statements in accordance with GAAP applied on a consistent basis. (e) All inventory reflected on the Financial Statements consists of a quality and quantity usable in the business of the Company and its Subsidiaries consistent with past practices and have been valued in accordance with GAAP at the lower of cost or any market applied on a first in, first out basis. All of the inventory deemed obsolete or below-standard quality have been reserved against, written off or written down to net realizable value on the Financial Statements and valued in accordance with GAAP applied on a consistent basis. (f) The Company’s system of internal controls over financial reporting is sufficient to provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP applied on a consistent basis. (g) Section 4.4(g) of the Company Disclosure Letter sets forth a true and complete list of all indebtedness for borrowed money of the Company and its material assetsSubsidiaries, in each case as of October 24, 2014, including, as applicable, the aggregate principal amount outstanding thereunder.

Appears in 1 contract

Samples: Merger Agreement (Cott Corp /Cn/)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth (ia) the The audited consolidated balance sheet financial statements of the Company at and its Subsidiaries as of for the periods ended December 31, 2004, 2005 and 2006, including the notes therein, and the related consolidated unaudited financial statements of income, cash flow and shareholders’ equity the Company for the 12-month period then five months ended May 31, 2007 (collectively, the “Year-End Company Financials”), (iiwhich statements are attached hereto as Section 2.4(a) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30Disclosure Schedule, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a basis consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices other (except that the Interim Financials unaudited financial statements do not contain footnotes and other presentation items that may are subject to normal and recurring year-end audit adjustments, which will not, individually or in the aggregate, be required by GAAPmaterial in magnitude). The Company Financials give a true present fairly and fair view of accurately, in all material respects, the consolidated financial condition, condition and operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject . No independent auditor’s report in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet respect of the Company Financials, as applicable, contains any reservation or supplementary information and its Subsidiaries such auditor’s report(s) certify, and will certify, as applicable such accounts unconditionally and without qualifications. The Company’s unaudited balance sheet as of the Balance Sheet Date May 31, 2007 is referred to hereinafter herein as the “Current Balance Sheet.” (b) As of March 31, 2007 and shall include an itemized statement as of the Closing Date, except as set forth on Section 2.4(b) to the Disclosure Schedule, neither the Company nor its Subsidiaries had nor will have Liabilities or obligations, secured or unsecured (whether accrued, absolute, contingent or otherwise and whether or not required to be reflected on the Company Financials under the GAAP) other than (i) Liabilities reflected in the Current Balance Sheet, (ii) Liabilities that have been incurred by the Company since March 31, 2007 in the ordinary course of business and consistent with the Company’s Working Capital or such Subsidiaries’ past practices; (iii) Liabilities that have arisen subsequent to the date hereof in the ordinary course of business and consistent with the Company’s or such Subsidiaries’ past practices and not as a result of a violation of Section 4.1, (iv) Liabilities under the Contracts identified in Section 2.11 of the Balance Sheet Date Neither Disclosure Schedule, to the extent the nature and magnitude of such liabilities can be specifically ascertained by reference to the text of such Contracts and (vi) Permitted Liens. (c) Since December 31, 2006, neither the Company nor nor, to the Company’s Knowledge, any shareholder, director, officer, employee, auditor, accountant or representative of Company, has received or otherwise had or obtained knowledge of any complaint, allegation, assertion or claim regarding the Subsidiaries have filed (accounting or have had filed against it) any petition for its winding-upauditing practices, is not insolvent within the meaning procedures, methodologies or methods of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsinternal accounting controls.

Appears in 1 contract

Samples: Merger Agreement (Sirf Technology Holdings Inc)

Company Financial Statements. Section 3.6 of (a) The Company has made available to the Sellers’ Disclosure Schedule sets forth (i) the audited consolidated balance sheet Purchaser, correct and complete copies of the Company and its Subsidiaries Financial Statements. Except as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet set forth in Section 4.4 of the Company and its Subsidiaries as of June 30Disclosure Schedule, 2007 the balance sheets included in the Company Financial Statements (the “Balance Sheet Date”), and including the related unaudited consolidated statements of income, cash flow notes and shareholders’ equity for the six months then ended (the “Interim Financials”), (iiischedules) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other(subject, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials Company Unaudited Financial Statements, to normal year-year end adjustmentsand quarter end adjustments consistent with past practice and the absence of notes to such statements) and fairly present, which are not in all material respects, the financial position of the Company as of the date of such balance sheets (subject, in amount or significance the case of the Company Unaudited Financial Statements, to normal year end and quarter end adjustments consistent with past practice and the absence of notes to such statements), and each statement of operations, cash flows, shareholders’ equity and comprehensive loss included in any individual the Company Financial Statements (including the related notes and schedules) fairly presents, in all material respects, the results of operations, cash flows, changes in shareholders’ equity and comprehensive loss, as the case may be, of the Company for the periods set forth therein, in each case in accordance with GAAP, consistently applied during the periods involved (except as expressly noted therein or in Section 4.4(a) of the aggregateCompany Disclosure Schedule and subject, in the case of the Company Unaudited Financial Statements, to normal year end and quarter end adjustments and the absence of notes to such statements). The Financials have Company Financial Statements were prepared from the books and records of the Company. (b) The statement of CaseCentral SAAS Revenues of the Company for the quarters ended March 31, 2011, June 30, 2011, September 30, 2011 and December 31, 2011 set forth in Section 4.4(b) of the Company Disclosure Schedule fairly presents, in all material respects, the CaseCentral SAAS Revenues of the Company for such periods and has been derived from financial statements prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-upGAAP, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsconsistently applied during such periods.

Appears in 1 contract

Samples: Merger Agreement (Guidance Software, Inc.)

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Company Financial Statements. (a) Section 3.6 2.8 of the Sellers’ Disclosure Schedule sets forth the Company’s (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 20062008, and the related consolidated statements statement of incomeoperations, consolidated statement of redeemable convertible preferred stock and stockholders’ deficit and comprehensive income (loss), and consolidated statement of cash flow and shareholders’ equity flows for the 12-month period then year ended December 31, 2008, with the corresponding report of PricewaterhouseCoopers LLP, the Company’s independent registered public accounting firm (the “Company’s Auditors”) (the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 2009 (the “Balance Sheet Date”), and the related unaudited consolidated statements statement of incomeoperations, consolidated statement of redeemable convertible preferred stock and stockholders’ deficit and comprehensive income (loss), and consolidated statement of cash flow and shareholders’ equity flows for the six six-months then ended June 30, 2009 (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the . The Year-End Financials and the schedule of Company IndebtednessInterim Financials (collectively, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects ”) and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods involved (except as may be indicated and consistent with each otherin the notes to the Financials, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view present fairly in all material respects the Company’s consolidated financial position as of the dates indicated and its consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during for the periods indicated thereinindicated, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.” (b) There are no “off balance sheetand shall include an itemized statement arrangements (as defined in Item 303(c) of Regulation S-K of the Securities and Exchange Commission) effected by the Company or its Subsidiaries. The Company’s Working Capital Auditors, which has expressed its opinion with respect to the Year-End Financials (including the related notes), is and has been throughout the periods covered by such financial statements (y) a registered public accounting firm (as defined in Section 2(a)(12) of the Balance Sheet Date Neither Xxxxxxxx-Xxxxx Act of 2002) and (z) “independent” with respect to the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable lawsRegulation S-X of the Securities and Exchange Commission. (c) Since December 31, rules or regulations or similar requirements2008, and has not made (i) neither the Company, any assignment in favor of its creditorsSubsidiaries, nor has any petition for receivership director, officer, employee, auditor, accountant or any administration order been presented in respect representative of the Company or any of its Subsidiaries. Neither , has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, regarding the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise accounting or arrangement with its creditors auditing practices, procedures, methodologies or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect methods of the Company or its Subsidiaries, or its internal accounting controls, including any material complaint, allegation, assertion or claim that the Company or its Subsidiaries has engaged in questionable accounting or auditing practices, and (ii) no attorney representing the Company or its Subsidiaries, whether or not employed by the Company or its Subsidiaries, has reported evidence of a violation of securities laws, breach of fiduciary duty or similar violation by the Company or its Subsidiaries or any of their officers, directors, employees or agents to the Board of Directors of the Company or its material assetsSubsidiaries or any committee thereof or to any director or officer of the Company or its Subsidiaries.

Appears in 1 contract

Samples: Merger Agreement (Compuware Corp)

Company Financial Statements. Section 3.6 of (a) The Company has delivered to the Sellers’ Disclosure Schedule sets forth (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) Parent the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30July 31, 2007 (the “Balance Sheet Date”)2004, and the related unaudited consolidated statements of income, stockholders’ equity, retained earnings and changes in financial position and cash flow and shareholders’ equity flows for the six twelve months then ended (the “Interim FinancialsFY04 Unaudited Financial Statements), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and FY04 Unaudited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true FY04 Unaudited Financial Statements are based upon the information contained in the books and fair view records of the consolidated Company and its Subsidiaries and fairly present, in all material respects, the financial condition, operating condition of the Company and its Subsidiaries at the date thereof and the results of the operations and cash flows of the Company and its Subsidiaries as of and the dates and during changes in their financial condition for the periods indicated therein, subject in period indicated. (b) The Company has delivered to the case of Parent the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as October 31, 2004 (such balance sheet, the “Current Most Recent Balance Sheet” and shall include an itemized statement of such date, the Company’s Working Capital as of the Balance Sheet Date Neither Date”) and the Company nor any related unaudited consolidated statements of income, stockholders’ equity, retained earnings and changes in financial position and cash flows for the Subsidiaries three months then ended (collectively, the “Stub Unaudited Financial Statements”). The Stub Unaudited Financial Statements have filed (or have had filed against it) any petition been prepared in accordance with GAAP, subject to customary year-end adjustments and except for its winding-up, is not insolvent within the meaning absence of applicable laws, rules or regulations or similar requirements, footnote disclosures. The Stub Unaudited Financial Statements are based upon the information contained in the books and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect records of the Company or any and its Subsidiaries and fairly present, in all material respects, the financial condition of the Company and its Subsidiaries. Subsidiaries at the date thereof and the results of the operations and cash flows of the Company and its Subsidiaries and the changes in their financial condition for the periods indicated. (c) Neither the Company nor any of its Subsidiaries has initiated outstanding any proceedings with respect claims, liabilities or Indebtedness, contingent or otherwise, of any kind whatsoever (whether accrued, absolute, contingent or otherwise, and whether or not reflected or required to a compromise be reflected in the Company’s Financial Statements), except for (i) liabilities reflected or arrangement with its creditors or for its dissolution, liquidation or reorganization or reserved against in the winding-up or cessation Most Recent Balance Sheet and (ii) liabilities which have arisen after the date thereof in the ordinary course of its business. No receiver Except as set forth in Schedule 3.5, no material claims, liabilities or administrative receiver Indebtedness, contingent or liquidator has been appointed otherwise, of any kind whatsoever (whether accrued, absolute, contingent or otherwise, and whether or not reflected or required to be reflected in respect the Company’s Financial Statements) of any of the Company or any of its Subsidiaries has arisen after the Subsidiaries or any date of its material assetsthe Most Recent Balance Sheet.

Appears in 1 contract

Samples: Merger Agreement (Click Commerce Inc)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth The Company has made available to Parent (ia) the audited consolidated balance sheet sheets of the Company and its Subsidiaries Subsidiaries, as of each of December 31, 20062014 and December 31, 2015 and the related audited consolidated statements of incomeoperations, comprehensive income (loss), stockholders' equity and cash flow and shareholders’ equity flows for the 12-each twelve month period then ended (the “Year-End Financials”"Audited Financial Statements"), and (iib) the unaudited consolidated balance sheet sheets of the Company and its Subsidiaries Subsidiaries, as of June 30, 2007 (the “Balance Sheet Date”), 2016 and the related unaudited consolidated statements of incomeoperations, cash flow and shareholders’ equity for the six months then ended comprehensive income (the “Interim Financials”loss), (iii) a schedule of Company Indebtedness stockholders' equity and (iv) a statement of comprehensive income cash flows for the six month period then ended June 30(the "Unaudited Financial Statements" and togetherwith all of the foregoing financial statements, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financialsincluding any notes thereto, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief "Financial OfficerStatements"). The Financials are true and fair in all material respects and Financial Statements have been prepared in accordance with GAAP in the United States consistently applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except as indicatedin any notes thereto and that the Interim Financials unaudited Financial Statements do not contain footnotes and other presentation items that may be notes thereto otherwise required by GAAPGAAP and are subject to year-end audit adjustments, which are not expected to be individually or in the aggregate, material). The Financials give a true and fair view of Financial Statements present fairly in all material respects the consolidated financial conditionpositions, operating results and cash flows and results of operations of the Company and its Subsidiaries as of the respective dates indicated thereon and the consolidated operating results of the Company and its Subsidiaries during the periods indicated therein, in each case in accordance with GAAP and subject in the case of the Interim Financials unaudited Financial Statements to normal year-end adjustments, audit adjustments (which are not material in amount or significance in any individual case expected to be, individually or in the aggregate, material). The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated Company's balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date June 30, 2016 is referred to hereinafter as the "Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets."

Appears in 1 contract

Samples: Purchase Agreement

Company Financial Statements. (a) Section 3.6 5.16(a) of the Sellers’ Company Disclosure Schedule sets forth the Company’s (i) the audited consolidated unaudited balance sheet sheets of the Company and its Subsidiaries as of December 31, 20062019, and the related consolidated unaudited statements of incomeoperations, cash flow and shareholderschanges in members’ equity for the twelve (12-) month period then then-ended (the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 2020 (the “Balance Sheet Date”), and the related unaudited consolidated statements of incomeoperations, cash flow and shareholderschanges in members’ equity for the six months then (6)-month period then-ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the . The Year-End Financials and the schedule of Company Indebtedness, Interim Financials (collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and ”) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that . The Company maintains books and records reflecting the assets and Liabilities of the Company in all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP)material respects. The Financials give a true and fair view of fairly present in all material respects the consolidated Company’s financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited Company’s unaudited, consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement .” (b) To the Knowledge of the Company’s Working Capital , all Accounts Receivable of the Company are valid receivables and were incurred in the ordinary course of business for bona fide services rendered or products delivered. No written notice has been received by the Company from any obligor thereof that any amount of any such Accounts Receivable is subject to any pending or threatened contra account, defense, set-off, discount, counterclaim, allowance or adjustment of any kind. To the Knowledge of the Company, none of the account debtors of any such Accounts Receivable is involved in a bankruptcy or insolvency proceeding or is generally unable to pay its debts as they become due. Section 5.16(b) of the Company Disclosure Schedule sets forth a list of all such Accounts Receivable that are more than ninety (90) days from the date of the invoice for such Account Receivable, and of all such Accounts Receivable classified as doubtful accounts on the Current Balance Sheet. Except as set forth in Section 5.16(b) of the Company Disclosure Schedule, since the Balance Sheet Date Neither Date, the Company nor any has paid its Accounts Payable in the ordinary course of business of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsCompany.

Appears in 1 contract

Samples: Securities Purchase Agreement (Cryolife Inc)

Company Financial Statements. Section 3.6 (a) Part 2.6(a) of the Sellers’ Company Disclosure Schedule sets forth includes accurate and complete copies of the following financial statements and notes thereto (collectively, the “Company Financial Statements”): (i) the The audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 2008 (the “Balance Sheet DateSheet”), and the related unaudited consolidated audited statements of income, stockholders’ equity and cash flow for the period then ended together with the unqualified reports and shareholdersopinions of Xxxxxx & Xxxxxx, Inc. relating thereto; (ii) The audited balance sheet of the Company as of December 31, 2007, and the related audited statements of income, stockholders’ equity and cash flow for the six months period then ended together with the unqualified reports and opinions of Xxxxxx & Xxxxxx, Inc. relating thereto; (iii) the reviewed balance sheet of the Company as of September 30, 2009 (the “Reviewed Interim FinancialsBalance Sheet)) and the related reviewed statements of income, stockholders’ equity and cash flow for the nine (iii9) a schedule of Company Indebtedness and months then ended; and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 Estimated Closing Balance Sheet. (together with the Interim Financials, the Year-End Financials and the schedule of b) Each Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair Statement: (i) is complete in all material respects and have has been prepared in accordance conformity with (A) the books and records of the Company and (B) GAAP applied on a consistent basis throughout the periods covered thereby (except as may be indicated in the notes to such Company Financial Statement); and consistent with each other(ii) fairly presents, including without limitationin all material respects, that the financial condition of the Company as of such dates and the results of the Company’s operations, changes in stockholders’ equity and cash flows for the periods then ended. No financial statement of any Person is required by GAAP to be included in the Company Financial Statements. (c) The books and records of the Company (A) reflect all expenses have been recorded items of income and expense and all assets and liabilities required to be reflected in the Company Financial Statements in accordance with GAAP and (B) are in all revenue has been recorded material respects complete and correct. (d) There are no material liabilities of the Company of any kind whatsoever (absolute, accrued, contingent, determined, determinable or otherwise), whether known or unknown, and there is no existing condition, situation or set of circumstances that could reasonably be expected to result in such a manner liability or obligation, except such liabilities or obligations (i) that are fully reflected or provided for in the Balance Sheet or the Reviewed Interim Balance Sheet or the notes thereto, or (ii) that have arisen in the ordinary course of business, consistent with past practices (except that practice, since the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view date of the consolidated financial condition, operating results Reviewed Interim Balance Sheet and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject a type reflected or provided for in the case of the Reviewed Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets.

Appears in 1 contract

Samples: Merger Agreement (Clarient, Inc)

Company Financial Statements. Section 3.6 The Company has made available to Acquiror its audited balance sheets, statements of operations, statements of cash flows, statements of stockholders’ equity and financial statements (collectively, the “Audited Financial Statements”) for each of the Sellerstwo fiscal years prior to the Delivery Date and its unaudited balance sheet, statement of operations, statement of cash flows and statement of stockholdersDisclosure Schedule sets forth equity (icollectively, the “Unaudited Financial Statements” and, together with the Audited Financial Statements, the “Financial Statements”) as at and for the audited consolidated balance sheet interim period between December 31st of the Company and its Subsidiaries as of December 31, 2006, last full fiscal year and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet last day of the Company and its Subsidiaries as of June 30, 2007 last full calendar month immediately preceding the Delivery Date (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and Financial Statements have been prepared in accordance with GAAP (except that the Unaudited Financial Statements do not contain footnotes and are subject to normal recurring year-end audit adjustments, the effect of which will not, individually or in the aggregate, be materially adverse) applied on a consistent basis throughout the periods indicated presented and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of Financial Statements fairly present the consolidated financial condition, operating results and cash flows flow of the Company and its Subsidiaries as of the dates dates, and during for the periods periods, indicated therein, subject to normal year-end audit adjustments and the absence of footnotes in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregateunaudited Financial Statements. The Financials Company maintains standard systems of accounting that are adequate for its business. There are no (and there have not at any time been prepared any) securitization transactions or “off-balance sheet arrangements” (as defined in Item 303(c) of Regulation S-K of the SEC) effected or maintained in effect by the Company. The Company maintains books and records reflecting its assets and liabilities that are accurate and complete and maintains adequate internal accounting controls so that: (a) transactions are entered into only with management’s authorization; (b) transactions are recorded as necessary to permit preparation of the financial statements of the Company (including, without limitation, the Financial Statements) and to maintain accountability for the assets and liabilities of the Company; (c) access to the assets of the Company is permitted only in accordance with all applicable legislation management’s authorization; (d) the reporting of the assets and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet liabilities of the Company is compared with existing assets and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” liabilities at regular intervals; and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against ite) any petition for its winding-upall assets, is not insolvent within the meaning of applicable lawsliabilities, rules or regulations or similar requirementsrights, obligations and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiariestransactions are recorded accurately. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets* Confidential treatment requested.

Appears in 1 contract

Samples: Merger Agreement (Aptalis Pharma Inc)

Company Financial Statements. Section 3.6 of (a) The Company has delivered or made available to Parent the Sellers’ Disclosure Schedule sets forth Company’s (i) the audited consolidated balance sheet of the Company and its Subsidiaries sheets as of December 31, 20062008, 2009 and 2010, and the related consolidated statements of income, cash flow and shareholdersstockholders’ equity for the twelve (12-) month period periods then ended (the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30October 31, 2007 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholdersstockholders’ equity for the six months nine (9) month period then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the . The Year-End Financials and the schedule of Company Indebtedness, Interim Financials (collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials ”) are true and fair correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices other (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of present fairly in all material respects the consolidated Company’s financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement .” (b) The Accounts Receivable of the CompanyCompany have or will have arisen from bona fide arm’s Working Capital length transactions in the ordinary course of business. There has not been any material adverse change in the collectability of such Accounts Receivable during the past twelve (12) months. Section 2.7(b) of the Disclosure Schedule sets forth a list of all such Accounts Receivable that are more than thirty days past due as of the Balance Sheet Date Neither the Company nor any date of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirementsthis Agreement, and of all such Accounts Receivable classified as doubtful accounts. The Company has not made no Accounts Receivable from any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect Related Party. All Accounts Payable of the Company have or any will have arisen from bona fide arm’s length transactions in the ordinary course of its Subsidiariesbusiness. Neither Since December 31, 2010, the Company nor any of has paid its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or Accounts Payable in the winding-up or cessation ordinary course of its business. No receiver or administrative receiver or liquidator The Company has been appointed in respect of no Accounts Payable from any Related Party. (c) The Company has no products placed with its customers under an understanding permitting their return to the Company or any other than pursuant to a breach of the Subsidiaries or any of its material assetswarranty.

Appears in 1 contract

Samples: Merger Agreement (Nuance Communications, Inc.)

Company Financial Statements. Section 3.6 (i) The audited unconsolidated statements of income of each Subsidiary for each of the Sellers’ Disclosure Schedule sets forth fiscal years ended December 31, 1995 and December 31, 1996, (iii) the audited unconsolidated balance sheets of each Subsidiary at December 31 for each such fiscal year, (iii) the unaudited consolidated statements of income of Apsylog for the six months ended June 30, 1997, and (iv) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of Apsylog at June 30, 2007 (the “Balance Sheet Date”), 1997 are complete and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair correct in all material respects and respects, have been prepared in accordance with GAAP generally accepted accounting principles ("GAAP") in France applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials financial statements do not contain footnotes have notes thereto), and other presentation items that may be required by GAAP). The Financials give a true and fair view of fairly present the consolidated financial condition, operating results and cash flows position of the Company Apsylog and its Subsidiaries consolidated results of operations and the financial position and results of operations of each Subsidiary, as the case may be, as of the respective dates and during for the respective periods indicated thereinindicated, subject subject, in the case of the Interim Financials unaudited financial statements, to normal year-end adjustments. The Company's audited balance sheet at June 30, 1997 is hereinafter referred to as the "Company Balance Sheet," and all such financial statements are hereinafter referred to as the "Company Financial Statements." (b) No Subsidiary has any liability, indebtedness, obligation, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in the Company Financial Statements in accordance with GAAP) which are (i) has not material been reflected in the Company Balance Sheet or (ii) has not arisen in the ordinary course of the Company's business since June 30, 1997 consistent in nature and amount with past practices and which does not exceed $15,000 individually or significance in any individual case or $45,000 in the aggregate. The Financials have been prepared in accordance with all applicable legislation . (c) A true and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet correct copy of the Company and its Subsidiaries as of the Balance Sheet Date Financial Statements is referred attached to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any Schedules as Schedule 2.4 (c). (d) For purposes only of this Section 2.4, the Subsidiaries have filed (or have had filed against it) any petition for its winding-upterm "Subsidiary" shall not include Apsylog GmbH, is not insolvent within a corporation organized under the meaning laws of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its SubsidiariesGermany. Neither the Company nor Apsylog GmbH has engaged in any of material business operations since its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its businessincorporation. No receiver or administrative receiver or liquidator has been appointed in respect The only assets of the Company or any consist of shares of the Subsidiaries or capital stock of Apsylog. Neither Apsylog GmbH nor the Company has any of its material liabilities, and Apyslog GmbH has no material assets.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Peregrine Systems Inc)

Company Financial Statements. (a) Section 3.6 2.12 of the Sellers’ Disclosure Schedule sets forth the Company’s (i) the audited consolidated balance sheet of the Company and its Subsidiaries sheets as of December 31, 2006of, and the related audited consolidated statements of incomeoperations, cash flow and shareholdersstockholders’ equity and cash flows of the Company for the 12-month period then fiscal years ended (the “Year-End Financials”)June 30, 2016 and June 30, 2015, and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30March 31, 2007 (the “Balance Sheet Date”)2017, and the related unaudited consolidated statements statement of income, income and cash flow and shareholders’ equity for the six nine (9) months then ended (collectively, the “Interim Financials”)Unaudited Financial Statements” and, (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financialsfinancial statements referred to in item (i), collectively, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial OfficerStatements”). The Financials Company Financial Statements (x) are true and fair correct in all material respects and respects, (y) have been prepared (solely with respect to the Unaudited Financial Statements, in all material respects) in accordance with GAAP consistently applied on a consistent basis throughout through the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices other (except that the Interim Financials Unaudited Financial Statements do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true , and fair view of (z) present fairly the consolidated financial condition, operating results and cash flows condition of the Company and its the Company Subsidiaries as at the date or dates therein indicated and the results of operations and cash flows for the dates and during the period or periods indicated thereintherein specified, subject subject, in the case of the Interim Financials Unaudited Financial Statements, to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of March 31, 2017 (the “Company Balance Sheet Date Date”) is referred to hereinafter as the “Current Balance Sheet”. (b) The Company and shall include an itemized statement each of the Company Subsidiaries maintains accurate business records, financial books and records, personnel records, legers, sales accounting records, Tax records and related work papers and other books and records (collectively the “Books and Records”) reflecting their respective assets and liabilities and maintains internal accounting controls that provide reasonable assurance that (i) transactions are executed with management’s authorization, (ii) transactions are recorded as necessary to permit preparation of the Company’s Working Capital as financial statements in conformity with GAAP and to maintain accountability of their assets, (iii) access to their assets is permitted only in accordance with management’s authorization, and (iv) the Balance Sheet Date recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differences. Neither the Company nor any Company Subsidiary has engaged in any material transaction or maintained any bank account except as reflected in its Books and Records. The Books and Records (A) are in all material respects true, complete and correct, (B) have been maintained in accordance with the Company’s and the Company Subsidiaries’ business practices on a basis consistent with prior years, and (C) fairly reflect in all material respects the basis for the Company Financial Statements. (c) All of the accounts receivable, whether billed or unbilled, of the Company and the Company Subsidiaries have filed (i) arose in the ordinary course of business, (ii) are carried at values determined in accordance with GAAP consistently applied and as used in preparation of the Company Financial Statements for the fiscal year ended June 30, 2016, (iii) do not represent obligations for goods sold on consignment, on approval or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules on a sale or regulations or similar requirementsreturn basis, and has (iv) are not made subject to any assignment in favor repurchase or return arrangement. None of its creditors, nor has any petition for receivership or any administration order been presented in respect the accounts receivable of the Company or any of its Subsidiaries are subject to any Encumbrance and no agreement for deduction or discount has been made with respect to any such [***] Confidential treatment has been requested for the bracketed portions. The confidential redacted portion has been omitted and filed separately with the Securities and Exchange Commission. accounts receivable of the Company and its Subsidiaries. Section 2.12(c) of the Disclosure Schedule sets forth the aging of the accounts receivable reflected on the Current Balance Sheet. (d) Neither the Company nor any Company Subsidiary (including any current Company Employee thereof) has identified or been made aware of its Subsidiaries has initiated (i) any proceedings with respect to a compromise significant deficiency or arrangement with its creditors or for its dissolution, liquidation or reorganization or material weakness in the winding-up or cessation system of its business. No receiver or administrative receiver or liquidator has been appointed in respect of internal accounting controls utilized by the Company or any Company Subsidiary, (ii) any fraud, whether or not material, that involves any current Company Employee who has a role in the preparation of financial statements or the internal accounting controls utilized by the Company or the Company Subsidiaries or (iii) any claim or allegation regarding any of the foregoing. (e) The Company and the Company Subsidiaries do not have any liability, indebtedness, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other (whether or not required to be reflected in financial statements in accordance with GAAP) required to be reflected in financial statements in accordance with GAAP, except for those which (i) have been reflected in the Current Balance Sheet, (ii) have arisen in the ordinary course of its business consistent with past practice since the Company Balance Sheet Date and prior to the Agreement Date and are not material assetsin amount or significance in any individual case or in the aggregate, or (iii) are not material to the Company and the Company Subsidiaries, taken as a whole.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Quotient Technology Inc.)

Company Financial Statements. (a) Set forth in Section 3.6 3.11(a)(i) of the Sellers’ Guarantors Disclosure Schedule sets forth are true and complete copies of (i) the audited consolidated balance sheet of each of the Company and its Company Subsidiaries as of December 31, 20062004 and December 31, 2005, and the related consolidated profits and loss statements for the fiscal year ending on such dates, as well as all existing annexes and notes thereto and (ii) the audited balance sheets of each of the Company and EDS Corp. as of December 31, 2005, and the related statements of income, changes in shareholders' equity and cash flow and shareholders’ equity for the 12-month period then ended fiscal year ending on such date, as well as all annexes and notes thereto, together with, for each of the accounts set forth in (ii) above, the reports thereon from the independent statutory auditors (commissaires aux comptes) or the certified public accountants (the “Year-End Financials”accounts for the Company and EDS Corp. being hereinafter referred to as the "Company Financial Statements"). (b) The Company Financial Statements (i) have been prepared from, are in accordance with, and accurately reflect, the books of account and other financial records of the Company and EDS Corp., (ii) are true and correct (réguliers et sincères) and fairly present (donnent une image fldèle et sincère) of the financial position and the results of operations and cash flows (and changes in financial position, if any) of the Company and EDS Corp. at the dates and for the periods to which they relate, (iii) have been prepared in accordance with French GAAP for the Company and U.S. GAAP for EDS Corp. respectively, consistently applied throughout the periods presented in the Company Financial Statements, and (iv) reflect all liabilities (whether absolute, accrued, contingent or otherwise) of the Company and EDS Corp. required to be recorded thereon or in the annexes or notes thereto in accordance with French GAAP or U.S. GAAP as applicable as at the respective dates thereof. (c) Set forth in Section 3.11(c) of the Guarantors Disclosure Schedule are true and complete copies of the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December March 31, 2006 (the "March 31 Balance Sheet") and the related profits and loss statements for the quarter ending on such date (together with the Interim FinancialsMarch 31 Balance Sheet, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief "March 31 Financial OfficerStatements"). The Financials March 31 Financial Statements were prepared as management accounts, for internal use, but were prepared using the same accounting methods and principles as those used to prepare the financial statements of the Company included in the Company Financial Statements. The March 31 Financial Statements were prepared in accordance with French GAAP, except that certain transactions may not be reflected in the March 31 Financial Statements, which transactions, if not accurately taken into account in accordance with French GAAP would not be likely in the aggregate to have a material adverse impact on the truthfulness, correctness, accuracy and the fair presentation of financial position and the results of operations and cash flow of the Company in the March 31 Financial Statement and except that there is a risk that the U.S. $4,016,000 paid by Roseneft to the Company, might be characterized as second quarter revenues, notwithstanding this inclusion in the March 31 Financial Statements. Set forth in Section 3.11(c) of the Guarantors Disclosure Schedule are true and fair complete copies of the unaudited balance sheet of EDS Corp. as of March 31, 2006 and the related statement of operations and statement of cashflows for the quarter ending on such date (collectively, the "EDS Corp. March 31 Financial Statements"). The March 31 Financial Statements were prepared as management accounts, for internal use, but fairly present, in all material respects respects, the financial position of EDS Corp. as of the dates thereof and the statements of operations, and cash flows for the periods set forth therein and have been prepared in accordance with U.S. GAAP applied on a basis consistent with the basis used in preparing the EDS Corp. financial statements included in the Company Financial Statements throughout the periods indicated and consistent with each otherinvolved (subject, including without limitationwhere appropriate, to normal period-end adjustments that all expenses have been recorded would not be material in accordance with GAAP and all revenue has been recorded amount or effect). (d) Except as set forth in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view Section 3.11(d) of the consolidated financial conditionGuarantors Disclosure Schedule, operating results the statements of income, changes in shareholders' equity and cash flows included in the Company Financial Statements do not reflect the operations of any entity or business that will not constitute a part of the business and operations of the Company and its Subsidiaries as EDS Corp. at the Closing. (e) The Company maintains a system of the dates and during the periods indicated therein, subject in the case of the Interim Financials internal accounting controls sufficient to normal year-end adjustments, which provide reasonable assurance that: (i) transactions are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared executed in accordance with all management's general or specific authorizations; (ii) transactions are recorded as necessary to permit preparation of financial statements in conformity with French GAAP and U.S. GAAP, when applicable, and to maintain asset accountability; (iii) access to assets is permitted only in accordance with management's general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate actions are taken with respect to any differences, when requested by applicable legislation and all current accounting standards applicable to Swedenprinciples. The unaudited consolidated balance sheet Since January 1, 2004, there are no, nor have there been, material evidence of any significant breaches or violations of internal accounting control systems or procedures or fraud, or allegations of fraud, committed by an officer of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date or other persons in a financial control or management position. (f) Neither the Company nor any of the Subsidiaries have filed Company Subsidiaries: (i) has suspended its payments or have had filed against itis unable or deemed to be unable to pay its debts as they become due, (ii) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the windingsafeguarding procedure (procédure xx xxxxx-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets.xxxxx)

Appears in 1 contract

Samples: Share Purchase and Contribution Agreement (Paradigm Ltd.)

Company Financial Statements. (a) Section 3.6 2.9(a) of the Sellers’ Disclosure Schedule sets forth the Company Financial Statements. The Company Financial Statements: (i) are derived from the audited consolidated balance sheet Books and Records and are complete and correct, (ii) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of December 31, 2006, at the dates therein indicated and the related consolidated statements results of income, operations and cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet flows of the Company and its Subsidiaries as of June 30, 2007 (for the “Balance Sheet Date”)periods therein specified, and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated on Section 2.9(a) of the Disclosure Schedule (except that the unaudited interim period Company Financial Statements are subject to normal recurring year-end adjustments, the effect of which are not, individually or in the aggregate, material to the Company or any of its Subsidiaries). (b) All of the accounts receivable, whether billed or unbilled, of the Company and consistent its Subsidiaries arose in the Ordinary Course of Business, are carried at values determined in accordance with each otherGAAP consistently applied, including without limitationare, that all expenses have been to the Knowledge of the Company, not subject to any valid set-off or counterclaim, and do not represent obligations for goods sold on consignment, on approval or on a sale-or-return basis or subject to any other repurchase or return arrangement, and are collectible except to the extent of reserves therefor set forth in the Company Balance Sheet or, for accounts receivable arising subsequent to the Balance Sheet Date, as reflected on the Books and Records of the Company and its Subsidiaries (which accounts receivable are recorded in accordance with GAAP consistently applied). No Person has any Encumbrance on any accounts receivable of the Company or any of its Subsidiaries and all revenue no agreement for deduction or discount has been recorded made with respect to any accounts receivable of the Company or any of its Subsidiaries. (c) None of the accounts payable of the Company or any of its Subsidiaries in excess of $30,000 are past due by more than sixty (60) days. (d) Neither the Company nor any of its Subsidiaries have any Liabilities, except for (i) those shown on the Company Balance Sheet, (ii) those that were incurred after the Balance Sheet Date in the Ordinary Course of Business, (iii) any executory obligations (that are not arising out of breach of contract or breach of warranty) arising under any Contracts to which the Company or any of its Subsidiaries is a manner consistent party, (iv) Transaction Expenses and (v) Liabilities that are not, individually or in the aggregate, material. All reserves established by the Company or any of its Subsidiaries that are set forth in or reflected in the Company Balance Sheet have been established in accordance with past practices (except that GAAP. Neither the Interim Financials do not contain footnotes Company nor any of its Subsidiaries have any “off-balance sheet arrangement” within the meaning of Item 303 of Regulation S-K promulgated under the Securities Act. No bankruptcy, insolvency, winding up, or similar proceedings have occurred or are pending or, to the Knowledge of the Company, threatened against the Company, any of its Subsidiaries or their respective properties or assets, and other presentation items that may be required by GAAP)there is no basis therefor. The Financials give a true and fair view Company is financially solvent in accordance with GAAP. (e) Section 2.9(e) of the consolidated financial condition, operating results Disclosure Schedule sets forth a complete and cash flows correct list of each item of Indebtedness of the Company and its Subsidiaries as of the dates Agreement Date, identifying the name and during the periods indicated therein, subject in the case address of the Interim Financials creditor thereto, all related Contracts, the amount of such Indebtedness as of the close of business on the Agreement Date, and any restriction or penalty upon the prepayment of any such Indebtedness. With respect to normal year-end adjustmentsany Indebtedness, neither the Company nor any of its Subsidiaries is or has ever been in default and no payments are past due. (f) All of the PPP Indebtedness that the Company or any of its Subsidiaries has ever had has been Forgiven and is no longer outstanding. Section 2.9(f) of the Disclosure Schedule sets forth all PPP Indebtedness that the Company and its Subsidiaries has ever had. The Company has made available complete and correct copies of the Company’s application for PPP Indebtedness, application for forgiveness of any PPP Indebtedness, all information submitted to the lender of any PPP Indebtedness in support thereof and a copy of the final approval of the forgiveness of all PPP Indebtedness. The Company’s prior PPP Indebtedness constituted one or more “covered loans” as defined in Section 1102(a)(2)(A) of the CARES Act. The Company at all applicable times met the eligibility requirements for application and receipt of any PPP Indebtedness and at all applicable times has been in compliance with the CARES Act with respect to any PPP Indebtedness. The Company used one hundred percent (100%) of the proceeds of any PPP Indebtedness solely for uses of proceeds of PPP Indebtedness that are permitted by 15 U.S.C. 636(a)(36)(F)(i) (as added to the Small Business Act by Section 1102 of the CARES Act) and uses of proceeds of any PPP Indebtedness that are eligible for forgiveness under Section 1106 of the CARES Act and otherwise in compliance with all other provisions or requirements of the CARES Act applicable in order for any PPP Indebtedness to be eligible for forgiveness. (g) Section 2.9(g) of the Disclosure Schedule sets forth all Contracts with JobsOhio to which are not material the Company or any of its Subsidiaries is a party or to which the Company or any of its Subsidiaries or any of their respective assets or properties is bound. The Company has made available complete and correct copies of the Company’s application for the JobsOhio Grant and all information submitted to JobsOhio in amount support thereof. There has been no breach or significance default in any individual case material respect by the Company or any of its Subsidiaries under any Contract with JobsOhio (and no event has occurred that (with or without notice or lapse of time, or both) would reasonably be expected to or would constitute a breach or default thereunder or require a repayment of any amounts granted thereunder), and the Company at all times met the eligibility requirements in all material respects for application and receipt of the aggregateJobsOhio Grant and at all applicable times has been in compliance in all material respects with the terms of the JobsOhio Grant and any Laws applicable thereto. The Financials have been prepared Without limiting the generality of the foregoing, the Company has used one hundred percent (100%) of the proceeds of any JobsOhio Grant solely for uses of proceeds in accordance with JobOhio’s grant guidelines to invest in fixed-assists associated with the “Project” at the applicable “Project Address” and has attained all “Metric Commitments” no later than the applicable legislation “Metric Evaluation Date” (as all such quoted terms are defined in the applicable JobsOhio Grant). (h) The Company and its Subsidiaries make and keep books, records and accounts which, in reasonable detail, accurately and fairly reflect, in all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet material respects, the transactions and dispositions of the assets of the Company and its Subsidiaries. The Company and its Subsidiaries have devised and maintained and currently maintain a system of internal accounting controls sufficient to provide reasonable assurances that (i) transactions, are executed in accordance with management’s general or specific authorization, (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and any other criteria applicable to such statements, (iii) access to assets is permitted only in accordance with management’s general or specific authorization and (iv) the Balance Sheet Date recorded accountability for assets is referred compared with the existing assets at reasonable intervals and appropriate action is taken with respect to hereinafter as any differences. (i) Neither the “Current Balance Sheet” and shall include an itemized statement Company or any of its Subsidiaries nor, to the Knowledge of the Company’s Working Capital as , any of its Representatives, have received or otherwise obtained any written, or to the Knowledge of the Balance Sheet Date Neither Company, oral, complaint, allegation, assertion or claim regarding the Company nor any of the Subsidiaries have filed (accounting or have had filed against it) any petition for its winding-upauditing practices, is not insolvent within the meaning of applicable lawsprocedures, rules methodologies or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect methods of the Company or any of its Subsidiaries. Neither Subsidiaries or their respective internal accounting controls, including any complaint, allegation, assertion or claim that the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise engaged in questionable accounting or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its businessauditing practices. No receiver or administrative receiver or liquidator There has been appointed in respect no fraud, whether or not material, involving any member of the board of directors or any officer of the Company or any of its Subsidiaries or any employee of the Subsidiaries Company or any of its material assetsSubsidiaries who has a significant role in the Company’s internal control over financial reporting.

Appears in 1 contract

Samples: Merger Agreement (Ambarella Inc)

Company Financial Statements. (a) Section 3.6 2.7(a) of the Sellers’ Disclosure Schedule sets forth the Company’s (i) the audited consolidated balance sheet of the Company and its Subsidiaries sheets as of December 31February 28, 20062009 and 2010, and the related consolidated statements of income, cash flow and shareholdersstockholders’ equity for the twelve (12-) month period periods then ended (the “Year-End Financials”), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30February 28, 2007 2011 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholdersstockholders’ equity for the six months twelve (12) month period then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the . The Year-End Financials and the schedule of Company Indebtedness, Interim Financials (collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials ”) are true and fair correct in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices other (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of present fairly in all material respects the consolidated Company’s financial condition, operating 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement .” (b) As of the Company’s Working Capital date of this Agreement and as of the Balance Sheet Date Neither Closing, the Accounts Receivable of the Company nor (i) have or will have arisen from bona fide arm’s length transactions in the ordinary course of business and (ii) are either fully collectible in the ordinary course of business or for which reserves have been booked. There has not been any material adverse change in the collectability of such Accounts Receivable during the past twelve (12) months. Section 2.7(b) of the Subsidiaries have filed (or have had filed against it) any petition for its winding-upDisclosure Schedule sets forth a list of all such Accounts Receivable that are more than thirty days past due as of April 30, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements2011, and of all such Accounts Receivable classified as doubtful accounts. The Company has not made no Accounts Receivable from any assignment in favor Person which is an affiliate of its creditorsthe Company or from any equity holder, nor has any petition for receivership director, officer or any administration order been presented in respect employee of the Company or any affiliates thereof. As of its Subsidiaries. Neither the date of this Agreement and as of the Closing, all Accounts Payable of the Company nor any have or will have arisen from bona fide arm’s length transactions in the ordinary course of business. Since December 31, 2010, the Company has paid, and will as of the Closing have paid, its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or Accounts Payable in the winding-up or cessation ordinary course of its business. No receiver The Company has no Accounts Payable from any Person which is an affiliate of the Company or administrative receiver from any equity holder, director, officer or liquidator has been appointed in respect employee of the Company or any affiliates thereof. (c) The Company has no products placed with its customers under an understanding permitting their return to the Company without penalty other than pursuant to a breach of the Subsidiaries or any of its material assetswarranty.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Nuance Communications, Inc.)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Attached to Schedule sets forth (i) the audited consolidated balance sheet 3.8 of the Company and its Subsidiaries Disclosure Letter are unaudited consolidated balance sheets of Company as of December 31, 2006, 1999 and the related consolidated statements of income, cash flow 2000 and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the an unaudited consolidated balance sheet of the Company dated May 31, 2001 and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related Company's unaudited consolidated statements of income, operations and statements of cash flow and shareholders’ equity flows for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period years ended December 31, 2006 1999 and 2000, and Company's unaudited consolidated statement of operations and statement of cash flows for the five month period ended May 31, 2001 (together with the Interim Financials, the Year-End Financials and the schedule all such financial statements of Company Indebtedness, and any notes thereto are hereinafter collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief "Company Financial OfficerStatements"). The Financials Company Financial Statements: (a) are true derived from and fair are in all material respects accordance with the books and records of Company; (b) fairly present the financial condition of Company at the dates therein indicated and the results of operations for the periods therein specified; and (c) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (prior periods except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view for any absence of the consolidated financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Swedennotes thereto. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of May 31, 2001 (the "Balance Sheet Date") included in the Company Financial Statements is hereinafter referred to as the "Balance Sheet." The Company has no debt, liability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, which is required to be set forth in the Company Financial Statements under GAAP except for those (i) disclosed in the Company Financial Statements, (ii) that may have been incurred after the Balance Sheet Date is referred to hereinafter as in the “Current Balance Sheet” and shall include an itemized statement ordinary course of the Company’s Working Capital as 's business consistent with its past practices, and (iii) which are, individually or in the aggregate, not material to the business, results of operations or financial condition of the Company. All reserves established by Company that are set forth in or reflected in the Balance Sheet Date Neither are adequate. At the Company nor any Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 issued by the Subsidiaries have filed (or have had filed against itFinancial Accounting Standards Board in March 1975) any petition which are not adequately provided for its winding-up, is not insolvent within in the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its SubsidiariesBalance Sheet as required by said Statement No. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets5.

Appears in 1 contract

Samples: Merger Agreement (Adaptec Inc)

Company Financial Statements. Section 3.6 of The Company has delivered to Parent as ---------------------------- an attachment to Schedule 3.8 to the Sellers’ Company Disclosure Schedule sets forth (i) the Letter audited ------------ consolidated balance sheet sheets of the Company and its Subsidiaries as of dated December 31, 20062000 and December 31, 1999, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the an unaudited consolidated balance sheet of the Company and its Subsidiaries as of dated June 30, 2007 (the “Balance Sheet Date”)2001, and the related Company's audited consolidated statements of income and expense, statements of cash flows and statements of members' equity for the years ended December 31, 2000 and December 31, 1999, respectively, and unaudited consolidated statements of incomeincome and expense, statements of cash flow flows and shareholders’ statements of members' equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six six-month period ended June 30, 2007 2001 (all such financial statements of the Company and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, any notes thereto are hereinafter collectively referred to as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief "Company Financial OfficerStatements"). The Financials Company Financial Statements: (a) are true derived from and fair are in all material respects accordance with the books and records of the Company, (b) fairly present the financial condition of the Company at the dates therein indicated and the results of operations for the periods therein specified, and (c) have been prepared in accordance with GAAP United States generally accepted accounting principles ("GAAP") applied on a consistent basis throughout the periods indicated and consistent with each otherprior periods except for any absence of notes to any of the unaudited Company Financial Statements. The Company has no debt, including without limitationliability or obligation of any nature, whether accrued, absolute, contingent or otherwise, and whether due or to become due, except for those (a) shown on the Company's unaudited balance sheet as of June 30, 2001 included in the Company Financial Statements (the "Balance Sheet"), and (b) that all expenses may have been recorded incurred after June 30, 2001 (the "Balance Sheet Date") in accordance with GAAP and all revenue has been recorded in a manner the ordinary course of the Company's business consistent with its past practices (except and that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount amount, either individually or significance collectively, and are not required to be set forth in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as under GAAP. All reserves established by the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of Company that are set forth in or reflected in the Balance Sheet Date Neither are adequate. At the Company nor any Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 ("Statement No. 5") issued by the Subsidiaries have filed (or have had filed against itFinancial Accounting Standards Board in March 1975) any petition that are not adequately provided for its windingin the Balance Sheet as required by Statement No. 5. The Financial Statements comply in all material respects with the American Institute of Certified Public Accountants' Statement of Position 97-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assets2.

Appears in 1 contract

Samples: Merger Agreement (Pemstar Inc)

Company Financial Statements. Attached as Section 3.6 2.11 of the Sellers’ Company Disclosure Schedule sets forth are the Company’s (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 20062012 (the “Company Balance Sheet Date”), and the related audited consolidated statements of income, cash flow and shareholdersstockholders’ equity for the twelve (12-) month period then ended (the “Year-End Financials”)ended, and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”)2013, and the related unaudited consolidated statements of income, cash flow and shareholdersstockholders’ equity for the six (6) months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, such financial statements being collectively referred to herein as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Company Financial OfficerStatements”). The Financials Company Financial Statements (a) are true and fair correct in all material respects and have been respects, (b) were prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated books and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows records of the Company and its Subsidiaries (c) present fairly the financial condition of the Company at the date or dates therein indicated and the results of operations and cash flows for the period or periods therein specified. The Company’s audited consolidated balance sheet as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement ”. None of the Company, any Company Subsidiary, or to the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor knowledge, any of the Subsidiaries have filed (current or have had filed against it) any petition for its winding-upformer employee, is not insolvent within the meaning of applicable lawsadvisor, rules consultant or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect director of the Company or any Company Subsidiary, has identified or been made aware of its Subsidiaries. Neither any fraud, whether or not material, that involves the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise Company’s management or arrangement with its creditors other current or for its dissolutionformer employees, liquidation consultants, advisors or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect directors of the Company or any Company Subsidiary who have a role in the preparation of financial statements or the internal accounting controls utilized by the Company or any Company Subsidiary, or any claim or allegation regarding any of the foregoing. The Company and the Company Subsidiaries do not have any liability, indebtedness, expense, claim, deficiency, guaranty or endorsement of any type, whether accrued, absolute, contingent, matured, unmatured or other, except for those which (i) have been reflected in the Current Balance Sheet or (ii) have arisen in the ordinary course of its material assetsbusiness consistent with past practice since the Company Balance Sheet Date and (x) prior to the date hereof or (y) since the date hereof and do not arise from a violation of Section 5.1 or Section 5.2 hereof. The Company and the Company Subsidiaries have no outstanding Company Debt as of the date hereof.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Twitter, Inc.)

Company Financial Statements. Section 3.6 of (a) The Company has made available to Parent the Sellers’ Disclosure Schedule sets forth (i) the audited consolidated Company’s unaudited balance sheet of the Company and its Subsidiaries as of December 31September 30, 2006, 2004 and the unaudited related consolidated statements of income, cash flow and shareholders’ equity income for the 12-month period fiscal year then ended (the “Year-End FinancialsCompany Unaudited Financial Statements”). The Company will make available to Parent, (ii) prior to Closing, the unaudited consolidated Company’s audited balance sheet as of September 30, 2004 and the audited related statements of income for the fiscal year then ended, accompanied by the report of the Company Company’s independent public accountants and its Subsidiaries as of June 30, 2007 the directors’ report(s) thereon (the “Balance Sheet DateCompany Audited Financial Statements), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and Company Unaudited Financial Statements have been prepared in accordance with GAAP applied accounting principles, standards and practices which are generally accepted in the United Kingdom (“UK GAAP”) and on a consistent the same basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP the same accounting policies as the corresponding accounts for the preceding financial year, and all revenue has been recorded in a manner consistent comply with past practices (except that the Interim Financials do not contain footnotes requirements of the Companies Xxx 0000 and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows state of affairs of the Company on the date of such financial statements and its Subsidiaries as of the dates profits and during losses for the periods indicated thereinperiod concerned, subject except for variances not materially adverse in nature and the case lack of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregatefinancial statement footnotes. The Financials Company Audited Financial Statements will have been prepared in accordance with all applicable legislation UK GAAP and all current on the same basis and in accordance with the same accounting standards applicable to Sweden. The unaudited consolidated balance sheet policies as the corresponding accounts for the preceding financial year, will comply with the requirements of the Companies Xxx 0000 and will give a true and fair view of the state of affairs of the Company on the date of such financial statements and its Subsidiaries of the profits and losses for the period concerned. The Company’s unaudited balance sheet as of the Balance Sheet Date September 30, 2004 is referred to hereinafter in this Agreement as the “Current Company Unaudited Balance Sheet.and shall include an itemized statement of the The Company’s Working Capital audited balance sheet as of September 30, 2004 is referred to in this Agreement as the “Company Audited Balance Sheet.” (b) The Company Unaudited Balance Sheet Date Neither makes adequate provision for or, in the Company nor any case of actual liabilities, properly discloses, notes or takes into account as at the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect date of the Company Unaudited Balance Sheet (the “Company Unaudited Balance Sheet Date”): (i) all liabilities whether actual contingent or any disputed; (ii) all capital commitments whether actual or contingent; (iii) all bad and doubtful debts; and (iv) all accrued Taxes (as defined in Section 2.16 below), except for variances not materially adverse in nature. The Company Audited Balance Sheet will make adequate provision for or, in the case of its Subsidiaries. Neither actual liabilities, properly disclose, note or take into account as at the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect date of the Company Balance Sheet (the “Company Balance Sheet Date”): (i) all liabilities whether actual contingent or disputed; (ii) all capital commitments whether actual or contingent; (iii) all bad and doubtful debts; and (iv) all accrued Taxes. (c) The Company Unaudited Balance Sheet adequately provides or reserves for all Taxes for which the Company was liable at the Company Unaudited Balance Sheet Date, except for variances not materially adverse in nature. The Company Audited Balance Sheet will adequately provide or reserve for all Taxes for which the Company was liable at the Company Balance Sheet Date. (d) The profits (or losses) shown in the Company Unaudited Balance Sheet have not to a material extent been affected (except as disclosed therein) by any of extraordinary or exceptional event or circumstance or by any other factor rendering such profits unusually high or low, except for variances not materially adverse in nature. The profits (or losses) shown in the Subsidiaries Company Balance Sheet will not to a material extent be affected (except as disclosed therein) by any extraordinary or exceptional event or circumstance or by any of its other factor rendering such profits unusually high or low. (e) The Company Unaudited Financial Statements will conform in all material assetsrespects to the Company Audited Financial Statements.

Appears in 1 contract

Samples: Acquisition Agreement (Dickie Walker Marine Inc)

Company Financial Statements. Section 3.6 of The Company has delivered or made available to Purchaser the Sellers’ Disclosure Schedule sets forth Company’s (i) the audited consolidated unaudited balance sheet of the Company and its Subsidiaries sheets as of December March 31, 20062007, and the related consolidated statements of incomeMarch 31, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”)2008, (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”)respectively, and the related unaudited consolidated statements of income, cash flow and shareholdersmembers’ equity for the six months respective years then ended (the “Interim FinancialsCompany Historic Financial Statements”), (iii) a schedule of Company Indebtedness and (ivii) a statement unaudited balance sheet as of comprehensive income for the six month period ended June 30, 2007 2008 (the “Balance Sheet Date”) and the twelve related consolidated statements of income, cash flow and members’ equity for the respective three-month period then ended December 31, 2006 available at the date of this Agreement (together with the Interim FinancialsCompany Historic Financial Statements, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified ”). Except as true set forth in Section 2.6 of the Company Disclosure Letter, the Company Historic Financial Statements are complete and accurate by the Company’s Chief Financial Officer). The Financials are true and fair fairly present, in all material respects and have been prepared in accordance conformity with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that as may be required by GAAPindicated in the notes thereto). The Financials give a true and fair view , in all material respects the financial condition of the consolidated financial condition, Company and the operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, except that the unaudited interim financial statements may not contain all footnotes required by GAAP and were or are subject in the case of the Interim Financials to normal year-and recurring year end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date as delivered or made available to Purchaser is referred to hereinafter as the “Current Balance Sheet.The Solar Entities’ books and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries records have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirementsbeen properly and accurately maintained in all material respects, and has not made there are no material inaccuracies or discrepancies of any assignment in favor of its creditors, nor has any petition for receivership kind contained or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsreflected therein.

Appears in 1 contract

Samples: Share Exchange Agreement (Trans-India Acquisition Corp)

Company Financial Statements. Section 3.6 1.8 of the Sellers’ Company Disclosure Schedule sets forth the Company’s (i) the audited consolidated balance sheet of the Company sheets and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and changes in shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet and cash flows of the Company and its Subsidiaries as of June 30and for each of the two fiscal years ended on December 31, 2007 2010 (the “Balance Sheet Date”), including the directors’ report and notes thereto (such financial statements as of and for the related year ended December 31, 2010, the “Audited Financial Statements”); and (ii) the unaudited consolidated balance sheet and statements of income, cash flow and changes in shareholders’ equity and cash flows as of and for the six two months then ended as of February 28, 2011 (the “Interim FinancialsUnaudited Financial Statements”). Such financial statements (collectively, (iiithe “Financial Statements”) a schedule fairly present the financial condition, results of operations and cash flows of the Company Indebtedness as of the respective dates thereof and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 periods referred to therein and the twelve month period ended December 31, 2006 (together are consistent with the Interim Financials, books and records of the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and respects. The Financial Statements have been prepared in accordance with GAAP IFRS applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices covered thereby (except that the Interim Financials Unaudited Financial Statements do not contain footnotes and other presentation items that may be required by GAAPIFRS). The Financials give a true and fair view of Financial Statements present fairly the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated thereintherein of the Company, subject in the case of the Interim Financials Unaudited Financial Statements to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of contained in the Company and its Subsidiaries as of the Balance Sheet Date Unaudited Financial Statements is referred to hereinafter as the “Current Balance Sheet.and shall include an itemized statement At the date of the Company’s Working Capital Current Balance Sheet, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that were not adequately provided for in the Current Balance Sheet Date Neither the Sheet, as required by Statement No. 5. The Company nor has not had any dispute with any of the Subsidiaries have filed (its auditors regarding accounting matters or have had filed against it) policies during any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership past three full fiscal years or any administration order been presented in respect during the current fiscal year-to-date. The books and records of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings have been and are being maintained in all material respects in accordance with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsapplicable Legal Requirements.

Appears in 1 contract

Samples: Implementation Agreement (Supergen Inc)

Company Financial Statements. (a) Attached as Section 3.6 2.9(a) of the Sellers’ Company Disclosure Schedule sets forth are the Company’s balance sheets, statements of operations and cash flows for the fiscal years of the Company ended April 30, 2012, 2013 and 2014 (referred to herein as the “Company Balance Sheet” and the date thereof, the “Company Balance Sheet Date”, and all such financial statements being collectively referred to herein as the “Company Financial Statements”). Such Company Financial Statements (i) were prepared in accordance with the audited consolidated balance sheet books and records of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”)Company, (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair present fairly in all material respects the financial condition of the Company at the date or dates therein indicated and the results of operations for the period or periods therein specified and (iii) have been prepared in accordance with GAAP applied on a consistent basis throughout except for the periods indicated omission of notes thereto and consistent with each othercustomary year-end audit adjustments. (b) The Company does not have any Liabilities of any nature, including without limitationother than (i) those set forth or adequately provided for in the Company Balance Sheet, that all expenses have been recorded (ii) those incurred in accordance with GAAP and all revenue has been recorded the conduct of the Company’s business since the Company Balance Sheet Date in a manner the ordinary course, consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials to normal year-end adjustmentspractice, which are not material in amount or significance in any individual case of the type that ordinarily recur and, which are not, individually or in the aggregate. The Financials have been prepared , material in accordance nature or amount and do not result from any breach of contract, warrant, infringement, tort or violation of any Legal Requirement, (iii) those incurred by the Company in connection with all applicable legislation the execution of this Agreement or the performance by the Company of its obligations hereunder and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet (iv) Liabilities that are listed on Section 2.9(b) of the Company and its Subsidiaries as Disclosure Schedule. Except for Liabilities reflected in the Company Financial Statements, the Company has no off balance sheet liability of any nature to, or any financial interest in, any third party or entity, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by the Company. (c) Section 2.9(c) of the Balance Sheet Date is referred Company Disclosure Schedule sets forth the names and locations of all banks and other financial institutions at which the Company maintains accounts and the name of all persons authorized to hereinafter as make withdrawals therefrom. (d) Neither the “Current Balance Sheet” and shall include an itemized statement Company, nor to the Company’s Knowledge, any current or former employee, advisor, consultant or director of the Company, has identified or been made aware of any fraud, whether or not material, that involves the Company’s Working Capital as management or other current or former employees, consultants, advisors or directors of the Balance Sheet Date Neither Company who have a role in the Company nor preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsforegoing.

Appears in 1 contract

Samples: Merger Agreement (Proofpoint Inc)

Company Financial Statements. Section 3.6 (a) The Company has made available to Parent correct and complete copies of the Sellers’ Disclosure Schedule sets forth (i) the audited unaudited consolidated balance sheet of the Company and its Subsidiaries as of each of the fiscal years ended December 31, 20062012 and 2013 (such balance sheet for the fiscal year ended December 31, 2013, the “Balance Sheet”) and the related unaudited consolidated statements of incomeincome and cash flows for each of the fiscal years ended December 31, cash flow 2012 and shareholders’ equity for 2013 (including the 12-month period then ended (the “Year-End Financials”notes or other supplementary information thereto), and (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30March 31, 2007 2014 (the “Interim Balance Sheet DateSheet), ) and the related unaudited consolidated statements of income, income and cash flow and shareholders’ equity flows for the six three (3) months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December March 31, 2006 2014 (together with all of the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, foregoing financial statements are collectively referred to as the “Financials,” Financial Statements”). (b) The Financial Statements (i) have been prepared in conformity with all such Financials certified as true GAAP applied consistently through the periods covered thereby, and accurate by the Company’s Chief Financial Officer). The Financials are true and fair (ii) fairly present in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view financial condition of the Company as of the respective dates thereof and the consolidated financial condition, operating results of the operations and cash flows of the Company and its Subsidiaries for the respective fiscal periods covered thereby, in each case in accordance with GAAP, except as indicated in any notes or other supplementary information thereto. (c) The Company has no outstanding Indebtedness as of the dates and during the periods indicated therein, subject in the case of the Interim Financials to normal yeardate hereof. (d) The Company does not maintain any “off-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheetarrangementand shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules Item 303 of Regulation S-K of the SEC. (e) There are no significant deficiencies or regulations material weaknesses in the design or similar requirements, operations of the internal controls over financial reporting relating to the Company. The Company has implemented disclosure controls and procedures designed to ensure that material information relating to the Company is made known to the Company’s management by others within the Company. The Company has not made received any assignment written complaint, allegation or assertion or claim that such entity has engaged in favor of its creditorsquestionable financial reporting, nor has any petition for receivership accounting or any administration order been presented in respect auditing practices. To the Knowledge of the Company Company, there has not been any fraud, whether or not material, that involves the officers or other employees and former employees of such entity who have a significant role in the internal controls over financial reporting or written allegations of any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetssuch fraud.

Appears in 1 contract

Samples: Merger Agreement (Alliqua, Inc.)

Company Financial Statements. (a) Section 3.6 4.5(a) of the Sellers’ Company Disclosure Schedule sets forth the correct and complete copies of (i) the audited consolidated financial statements (balance sheet, statements of operations, statements of comprehensive income (loss), statements of changes in stockholders’ equity and statements of cash flows and related footnotes, together with the notes or other supplementary information thereto and the independent accountants’ report thereon) as of and for the period from March 2, 2002 (date of inception) to June 30, 2013, including the audited financial statements as of and for the fiscal year ended June 30, 2013, and (ii) the unaudited balance sheet of the Company and its Subsidiaries as of December 31April 30, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended 2014 (the “Year-End FinancialsCompany Balance Sheet”). All of the foregoing financial statements described in (i) and (ii) are collectively referred to as the “Company Agreement Date Financial Statements” and, together with the Company Closing Financial Statements, the “Company Financial Statements.” The Company Agreement Date Financial Statements (x) except as may be indicated in the notes or other supplementary information thereto, have been prepared in conformity with GAAP applied consistently through the periods covered thereby without material modification of the accounting principles used therein, and (y) fairly present in all material respects the financial condition of the Company as of the respective dates thereof and the results of the operations of the Company for the respective fiscal periods covered thereby, in each case in accordance with GAAP (except as may be indicated in the notes or other supplementary information thereto), except that the unaudited Company Agreement Date Financial Statements do not contain footnotes and are subject to normal year-end audit adjustments. ** ** Text Omitted and Filed Separately with the Securities and Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (b) The Company Closing Financial Statements delivered to the Purchaser at Closing in accordance with Section 8.3(s) hereof are as of Closing the correct and complete copies of (i) the audited financial statements (balance sheet, statements of operations, statements of comprehensive income (loss), statements of changes in stockholders’ equity and statements of cash flows and related footnotes, together with the notes or other supplementary information thereto and the independent accountants’ report thereon) as of and for the period from March 2, 2002 (date of inception) to June 30, 2012, including the audited financial statements as of and for the fiscal year ended June 30, 2012, (ii) the unaudited consolidated financial information (balance sheet and statements of operations) as of and for the calendar year ended December 31, 2013, (iii) the unaudited financial statements (balance sheets, statements of operations, statements of comprehensive income (loss), statements of changes in stockholders’ equity and statements of cash flows) for the three-month period and nine-month period ended March 31, 2013, and (iv) the unaudited financial statements (balance sheet, statements of operations, statements of comprehensive income (loss), statements of changes in stockholders’ equity and statements of cash flows) for the three-month period and nine-month period ended March 31, 2014. The Company Closing Financial Statements as of Closing (x) except as may be indicated in the notes or other supplementary information thereto, have been prepared in conformity with GAAP applied consistently through the periods covered thereby without material modification of the accounting principles used therein, and (y) fairly present in all material respects the financial condition of the Company and its Subsidiaries as of the respective dates thereof and the results of the operations of the Company for the respective fiscal periods covered thereby, in each case in accordance with GAAP (except as may be indicated in the notes or other supplementary information thereto), except that the unaudited Company Closing Financial Statements (other than the unaudited Company Closing Financial Statements for the three and nine month periods ended March 31, 2013 and 2014, respectively, which shall contain footnotes ordinary and customary for an interim presentation consistent with the requirements of Regulation S-X (17 C.F.R. Part 210)) do not contain footnotes and are subject to normal year-end audit adjustments. Additionally, the independent auditors’ reports on the audited financial statements as of and for the period from March 2, 2002 (date of inception) to June 30, 2007 2012, including those as of and for the fiscal year ended June 30, 2012, and for the period from March 2, 2002 (date of inception) to June 30, 2013, including those as of and for the fiscal year ended June 30, 2013, respectively, should be unqualified as to scope. (c) The Company does not have any Liabilities of the nature required to be disclosed in the liabilities section of a balance sheet prepared in accordance with GAAP, other than Liabilities (i) set forth or adequately provided for in the Company Balance Sheet; (ii) incurred in the ordinary course in the conduct of the Company Business since April 30, 2014 (the “Company Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), ; (iii) a schedule set forth in Section 4.5(c) of the Company Indebtedness and Disclosure Schedule; or (iv) a statement of comprehensive income executory obligations under contracts that have been delivered to the Purchaser and that are not required to be reflected in the Company Balance Sheet under GAAP. Except for Liabilities reflected in the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim FinancialsCompany Balance Sheet, the Year-End Financials and Company has no off balance sheet Liability of any nature to, or any financial interest in, any third party or entities, the schedule purpose or effect of Company Indebtednesswhich is to defer, collectively referred as postpone, reduce or otherwise avoid or adjust the “Financials,” with all such Financials certified as true and accurate recording of debt expenses incurred by the Company’s Chief Financial Officer). The Financials All reserves that are true and fair set forth in all material respects and or reflected in the Company Balance Sheet have been prepared established in accordance with GAAP applied on a consistent basis throughout consistently applied. ** ** Text Omitted and Filed Separately with the periods indicated Securities and consistent with each other, including without limitation, that all expenses have been recorded Exchange Commission. Confidential Treatment Requested Under 17 C.F.R. Sections 200.80(b)(4) and 240.24b-2 (d) Except as set forth in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results and cash flows Section 4.5(d) of the Company and its Subsidiaries as Disclosure Schedule, there are no significant deficiencies or material weaknesses in the design or operations of the dates and during internal controls over financial reporting relating to the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregateCompany. The Financials have been prepared in accordance with all applicable legislation Company has implemented disclosure controls and all current accounting standards applicable procedures designed to Swedenensure that material information relating to the Company is made known to its management by others within the Company. The unaudited consolidated balance sheet Company has not received any complaint, allegation or assertion or claim that it has engaged in questionable financial reporting, accounting or auditing practices. Except as set forth on Section 4.5(d) of the Company and its Subsidiaries as of Disclosure Schedule, to the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement Knowledge of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and there has not made been any assignment in favor of its creditorsfraud, nor has any petition for receivership whether material or any administration order been presented in respect not, that involves the officers or other employees and former employees of the Company who have a significant role in the internal controls over financial reporting or written allegations of any of its Subsidiariessuch fraud. Neither There has been no change in the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolutionaccounting policies since the Company’s inception, liquidation or reorganization or except as described in the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect Company Financial Statements. (e) Section 4.5(e) of the Company Disclosure Schedule sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which the Company maintains accounts of any nature, the account numbers of such accounts and the names of all Persons authorized to draw thereon or any make withdrawals therefrom. (f) Except as set forth in Section 4.5(f) of the Subsidiaries or any of its material assetsCompany Disclosure Schedule, the Company has no indebtedness for money borrowed.

Appears in 1 contract

Samples: Asset Purchase Agreement (Celsion CORP)

Company Financial Statements. Section 3.6 (a) The Company has furnished to Parent correct and complete copies of the Sellers’ Disclosure Schedule sets forth (i) unaudited financial statements of the audited consolidated Company consisting of a balance sheet of the Company and its Subsidiaries as of December 31, 2006, 2003 and the related consolidated statements statement of incomeoperations, statement of changes in stockholders’ deficiency and statement of cash flow and shareholders’ equity flows for the 12-month period then ended and unaudited accompanying footnotes (collectively, the “Year-End 2003 Unaudited Financials”), (ii) audited financial statements of the unaudited consolidated Company consisting of a balance sheet of the Company and its Subsidiaries as of June 30December 31, 2007 (the “Balance Sheet Date”), 2002 and the related unaudited consolidated statements statement of incomeoperations, statement of changes in stockholders’ deficiency and statement of cash flow and shareholders’ equity flows for the six months 12-month period then ended (the “Interim Financials”), and (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The an unaudited consolidated balance sheet of the Company as of August 31, 2004 and its Subsidiaries the related statement of operations, statement of changes in stockholders’ deficiency and statement of cash flows for the eight-month period then ended (collectively, the “Financial Statements”), copies of which are attached as Section 2.8 of the Company Disclosure Schedule. All such Financial Statements have been prepared from the books and records of Company in accordance with GAAP consistently applied (except that such unaudited financial statements (except for the 2003 Unaudited Financials) do not contain all of the required footnotes and except as noted in the opinions of KPMG rendered in April 2003), and present fairly the financial position and assets and liabilities (as defined by GAAP) of the Company as of the Balance Sheet Date dates thereof, and the results of its operations for the respective periods then ended. The unaudited balance sheet of Company as of August 31, 2004 that is included in the Financial Statements is referred to hereinafter herein as the “Current Balance Sheet.The Company maintains a standard system of accounting established and shall include an itemized statement administered in accordance with GAAP. The Company maintains disclosure controls and procedures that are effective to ensure that all material information concerning the Company is made known on a timely basis to the individuals responsible for the preparation of the Company’s Working Capital financial statements. The Company has no securitization transactions or “offbalance sheet arrangements” (as defined in Item 303(c) of the Balance Sheet Date Neither Regulation S-K under the Exchange Act). The Company’s auditor, since the date of enactment of the Xxxxxxxx-Xxxxx Act, has at all times since such date been “independent” with respect to the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect Regulation S-X under the Exchange Act. Section 2.8 of the Company or any of its Subsidiaries. Neither Disclosure Schedule summarizes all non-audit services performed by the Company’s auditor for the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolutionsince January 1, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect 2002. (b) Section 2.8(b) of the Company or any Disclosure Schedule sets forth the amount of unaudited accounts receivable and unbilled revenue as reflected in the Current Balance Sheet, all of such amounts relating to monies owed to Biosyn by Governmental Entities and/or NGOs. (c) Section 2.8(c) of the Subsidiaries or any Company Disclosure Schedule sets forth the amount of its material assetsunaudited deferred revenue as reflected in the Current Balance Sheet, all of such amounts relating to monies given to the Company under funding agreements with Governmental Entities and/or NGOs.

Appears in 1 contract

Samples: Share Exchange Agreement (Cellegy Pharmaceuticals Inc)

Company Financial Statements. (a) Section 3.6 2.8(a) of the Sellers’ Company Disclosure Schedule sets forth forth: (ia) the audited consolidated unaudited balance sheet sheets of the Company and its Subsidiaries as of (including the notes thereto) for the period from inception through December 31, 20062015 and the related statements of income, changes in shareholders’ equity, and cash flow for the fiscal year then ended (“Company Unaudited Financial Statements”) and (b) unaudited balance sheets of the Company for the quarter ended March 31, 2016 and the period from April 1, 2016 ended June 15 2016, and the related consolidated statements of income, changes in shareholders’ equity, and cash flow and shareholders’ equity for each of the 12-month period then ended above periods (the unaudited financial statements referenced in this subparagraph (b) are referred to as the Year-End FinancialsInitial Company Interim Financial Statements”). (b) Prior to the Closing, the Company shall have delivered to the Company (iia) the unaudited audited consolidated balance sheet sheets of the Company (including the notes thereto) for the years ending December 31, 2015 and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), 2014 and the related unaudited consolidated statements of income, changes in shareholders’ equity, and cash flow for each of the fiscal years then ended, which audit shall have been completed at the Company’s sole expense by Helios’s independent certified public accountants (“Company Audited Financial Statements”), and shareholders’ equity for (b) the six months then ended Initial Company Interim Financial Statements with any applicable adjustments after review by the Helios’s independent certified public accountants (the “Reviewed Company Interim FinancialsFinancial Statements”); and at the time of such delivery, Section 2.8(a) of the Company Disclosure Schedule shall be deemed amended and restated thereby. Any changes to the Company Unaudited Financial Statements reflected in the Company Audited Financial Statements, or adjustments to the Initial Company Interim Financial Statements, would not have a Company Material Adverse Effect. (iiic) a schedule The Company Audited Financial Statements, the Company Unaudited Financial Statements, the Initial Company Interim Financial Statements and the Reviewed Company Interim Financial Statements (collectively, the “Company Financial Statements”) fairly present the financial condition and the results of operations, changes in shareholders’ equity, and cash flow of the Company Indebtedness as at the respective dates of and (iv) a statement of comprehensive income for the six month period ended June 30periods referred to in such financial statements, 2007 and with respect to the Reviewed Company Interim Financial Statements and the twelve month period ended December 31Company Audited Financial Statements, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been prepared or will be presented in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials to normal recurring year-end adjustmentsadjustments (the effect of which will not, which are not material in amount or significance in any individual case individually or in the aggregate, be materially adverse) and the absence of notes (that, if presented, would not differ materially from those included in the foregoing balance sheets); the Company Financial Statements reflect the consistent application of such accounting principles throughout the periods involved, except as disclosed in the notes to such financial statements. To the Company’s Knowledge, no financial statements of any Person other than the Company are required by GAAP to be included in the Company Financial Statements. (d) The Financials have been prepared in accordance with Company has delivered or made available to Helios true, complete and correct copies of all applicable legislation and all current accounting standards applicable management letters, if any, relating to Sweden. The unaudited consolidated balance sheet any audit or review of the Company Financial Statements, and its Subsidiaries as of all letters, if any, relating to the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement internal controls or other accounting practices of the Company’s Working Capital as of the Balance Sheet Date . (e) Neither the Company nor any of the Company Subsidiaries have filed (is a party to, or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership commitment to become a party to, any joint venture, off-balance sheet partnership or any administration order been presented in respect of similar Contract (including any Contract relating to any transaction or relationship between or among the Company or any Company Subsidiary, on the one hand, and any unconsolidated Affiliate, including any structured finance, special purpose or limited purpose entity or Person, on the other hand), or any “off-balance sheet arrangements” (as defined in Item 303(a) of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the windingRegulation S-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect K of the Company or any of the Subsidiaries or any of its material assetsSEC).

Appears in 1 contract

Samples: Merger Agreement (Helios & Matheson Analytics Inc.)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth (ia) the Company has delivered to Acquirer its audited consolidated balance sheet of the Company and its Subsidiaries sheets as of December 31, 20062004, December 31, 2003 and December 31, 2002 and its audited income statements and statements of cash flows for the years then ended, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended its unaudited balance sheet (the “Year-End FinancialsBalance Sheet), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30October 31, 2007 2005 (the “Balance Sheet Date”), its unaudited income statement and statement of cash flows for the nine (9) month period then ended, the month then ended and the related quarter ended October 31, 2005, an unaudited consolidated statements of income, cash flow and shareholders’ equity detailed reconciliation by general ledger account for the six months then ended Balance Sheet as of the Balance Sheet Date, and an unaudited working capital schedule by general ledger account as of the Balance Sheet Date (collectively, the “Interim FinancialsFinancial Statements), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials Financial Statements (a) are true derived from and fair are in accordance with the books and records of the Company, (b) complied as to form in all material respects and with applicable accounting requirements with respect thereto as of their respective dates, (c) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherprior periods except, including without limitationwith respect to unaudited Financial Statements, that all expenses have been recorded in accordance with GAAP for any absence of notes thereto and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP). The Financials give a true and fair view of the consolidated financial condition, operating results 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 Interim Financials to normal year-end audit adjustments, (d) fairly and accurately present the financial condition of Company at the respective dates specified therein and the results of operations and cash flows for the respective periods specified therein in conformity with GAAP applied on a consistent basis; and (e) are true, complete and correct in all material respects. Company has no Liability, except for (a) those set forth in the Financial Statements, (b) those which are of a nature not required by GAAP to be reflected on the Financial Statements, (c) those disclosed in Schedule 3.7(a) of the Company Disclosure Letter, and (d) those incurred in the ordinary course of Company’s business, consistent with past practice, that are not material in amount either individually or significance in collectively and which do not result from any individual case breach of contract, tort or violation of law. Except for Liabilities reflected in the aggregateFinancial Statements, Company has no off balance sheet Liability of any nature (matured or unmatured, fixed or contingent) to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt expenses incurred by Company. The Financials All reserves established by Company that are set forth or reflected on the Balance Sheet have been prepared established in accordance with all applicable legislation GAAP. (b) Company has established and all current maintains a system of internal accounting standards applicable controls sufficient to Sweden. The unaudited consolidated balance sheet provide reasonable assurances (i) that transactions, receipts and expenditures of the Company are being executed and its Subsidiaries made only in accordance with appropriate authorizations of management and the Board of Directors of Company, (ii) that transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with GAAP and (B) to maintain accountability for assets, (iii) regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Balance Sheet Date assets of Company, and (iv) that the amount recorded for assets on the books and records of the Company is referred compared with the existing assets at reasonable intervals and appropriate action is taken with respect to hereinafter as any differences. Neither Company nor, to Company’s knowledge, Company’s independent auditors or any current or former employee, consultant or director of Company, has identified or been made aware of any fraud, whether or not material, that involves Company’s management or other current or former employees, consultants directors of Company who have a role in the “Current Balance Sheet” and shall include an itemized statement preparation of financial statements or the internal accounting controls utilized by the Company, or any claim or allegation regarding any of the foregoing. Neither the Company nor, to the Company’s Working Capital as knowledge, any director, officer, employee, auditor, accountant or representative of the Balance Sheet Date Neither Company has received or otherwise had or obtained knowledge of any material complaint, allegation, assertion or claim, whether written or oral, in each case, regarding deficient accounting or auditing practices, procedures, methodologies or methods of the Company nor any of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership internal accounting controls or any administration order been presented material inaccuracy in respect the Company’s financial statements. No attorney representing the Company, whether or not employed by the Company, has reported to the Board of Directors of the Company or any of its Subsidiaries. Neither the Company nor committee thereof or to any of its Subsidiaries has initiated any proceedings with respect to a compromise director or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect officer of the Company evidence of a material violation of securities laws, breach of fiduciary duty or any similar violation by the Company or its officers, directors, employees or agents. There are no significant deficiencies or material weaknesses in the design or operation of the Subsidiaries Company’s internal controls which could adversely affect the Company’s ability to record, process, summarize and report financial data. At the Company Balance Sheet Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Company Balance Sheet as required by said Statement No. 5. There has been no change in the Company accounting policies since the Company’s inception, except as described in the Financial Statements. (c) Schedule 3.7(c) of the Company Disclosure Letter sets forth the names and locations of all banks, trust companies, savings and loan associations and other financial institutions at which the Company maintains accounts of any nature and the names of all persons authorized to draw thereon or any of its material assetsmake withdrawals therefrom.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Concur Technologies Inc)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure (a) Schedule sets forth (i) the audited consolidated balance sheet 4.8 of the Company Disclosure Letter includes the Company Financial Statements. The Company Financial Statements: (a) are derived from and its Subsidiaries as of December 31, 2006, are in accordance with the books and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet records of the Company and its Subsidiaries as of June 30, 2007 Company; (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iiib) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair fairly present in all material respects the financial condition of the Company at the dates therein indicated and the results of operations and cash flows of the Company for the periods therein specified (subject, in the case of unaudited interim period financial statements, to normal recurring year-end audit adjustments, none of which individually or in the aggregate will be material in amount); (c) comply as to form in all material respects with applicable accounting requirements with respect thereto as of their respective dates, and (d) have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated and consistent with each otherprior periods (except that the unaudited financial statements do not have notes thereto). A true and complete description of all critical accounting policies used in preparing the Company Financial Statements have been set forth in the notes to the Company’s audited Company Financial Statements. There has been no change in the Company’s accounting policies other than as specifically described in the notes to the Company’s audited Company Financial Statements. (b) The Company has no Liabilities, including without limitationexcept for those (a) those reflected or reserved against on the Company Balance Sheet, (b) the Bridge Note(s), (c) Deal Fees (and any other liabilities incurred pursuant to or in connection with the execution, delivery and performance of this Agreement listed on Schedule 4.8 of the Company Disclosure Letter) and (d) those that were incurred after the Balance Sheet Date in the ordinary course of the Company’s business consistent with its past practices, that all expenses (i) are not in excess of $10,000, either individually or collectively, (ii) do not result from any breach of Contract, tort or violation of law, (iii) are not required to be set forth in the Balance Sheet under GAAP and (iv) could not be reasonably likely to have a Material Adverse Effect on the Company. Except for Liabilities reflected in the Company Financial Statements, the Company does not have any material off balance sheet Liability to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt or any such other liability incurred by the Company. Except for obligations and liabilities reflected in the Company Financial Statements, the Company has no material off-balance sheet obligation or liability of any nature (matured or unmatured, fixed or contingent) to, or any financial interest in, any third party or entities, the purpose or effect of which is to defer, postpone, reduce or otherwise avoid or adjust the recording of debt or any such other liability incurred by the Company. (c) All reserves established by the Company that are set forth in or reflected in the Company Balance Sheet have been recorded established in accordance with GAAP and all are properly recorded therein. The Company’s software revenue has been recognition policies, applied to amounts recorded in a manner consistent the Company Financial Statements, comply in all material respects with past practices (except that the Interim Financials do not contain footnotes American Institute of Certified Public Accountants’ Statement of Position 97 2 and other presentation items that may be required by GAAP)its interpretations. The Financials give a true and fair view Company has not had any material dispute or disagreement with any of the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject auditors regarding accounting matters or policies (d) There are no known significant deficiencies or material weaknesses in the case of the Interim Financials to normal year-end adjustments, which are not material in amount design or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement operation of the Company’s Working Capital as of internal controls that could adversely affect the Company’s ability to record, process, summarize and report financial data. There is no fraud in connection with the Company Financial Statements, whether or not material, that involves management or other employees who have a significant role in the Company’s internal controls. At the Balance Sheet Date Neither Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Company nor any of Balance Sheet as required by said Statement No. 5. (e) The Excluded Liabilities listed on the Subsidiaries have filed (or have had filed against it) any petition for its winding-upSpreadsheet, is including but not insolvent within limited to the meaning of applicable lawsfuture payments due to HCL Technologies, rules or regulations or similar requirements, are true and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of correct. The Net Closing Liabilities listed on the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated any proceedings with respect to a compromise or arrangement with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect of the Company or any of the Subsidiaries or any of its material assetsSpreadsheet are true and correct.

Appears in 1 contract

Samples: Agreement and Plan of Reorganization (Opsware Inc)

Company Financial Statements. Section 3.6 Each of the Sellers’ Disclosure Schedule sets forth consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Reports and each of the Company Most Recent Financial Statements (the “Company Financial Statements”): (i) the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and shareholders’ equity for the 12-month period then ended (the “Year-End Financials”), (ii) the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June 30, 2007 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended (the “Interim Financials”), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and have been was prepared in accordance with GAAP accounting principles generally accepted in the United States of America (“GAAP”) as in effect on the date of such statements or such other date as may be reflected in such statements, applied on a consistent basis throughout the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices involved (except that the Interim Financials do not contain footnotes and other presentation items that as may be required by GAAP). The Financials give a true and fair view of indicated in the consolidated financial conditionnotes thereto or, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated therein, subject in the case of unaudited interim financial statements, as may be permitted by the Interim Financials SEC on Form 10-Q under the Exchange Act); and (ii) fairly presented, in all material respects, the consolidated financial position of Company and the Company Subsidiaries as at the respective dates thereof and the consolidated results of its operations and cash flows for the periods indicated, consistent with the books and records of Company and the Company Subsidiaries, except that the unaudited interim financial statements omit footnotes and were or are subject to normal and recurring year-end adjustmentsadjustments which were not, which or are not expected to be, material in amount or significance in any individual case or in the aggregateamount. The Financials have been prepared in accordance with all applicable legislation consolidated financial statements for Company and all current accounting standards applicable the Company Subsidiaries as of and for the year ended December 31, 2010, provided to Sweden. The unaudited consolidated Parent prior to the date hereof, are herein referred to as the “Company Most Recent Financial Statements” and the balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date December 31, 2010 is herein referred to hereinafter as the “Current Company Balance Sheet”. No financial statements of any Person other than Company and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor Subsidiaries actually included therein are required by GAAP to be included in the Company Financial Statements. Except as required by GAAP, Company has not, between the last day of its most recently ended fiscal year and the date of this Agreement, made or adopted any material change in its accounting methods, practices or policies in effect on such last day of the Subsidiaries have filed (or have had filed against it) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and most recently ended fiscal year. Company has not made had any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or material dispute with any of its Subsidiaries. Neither the Company nor auditors regarding accounting matters or policies during any of its Subsidiaries has initiated past three (3) full fiscal years or during the current fiscal year that is currently outstanding or that resulted in an adjustment to, or any proceedings with respect to a compromise or arrangement with its creditors or for its dissolutionrestatement of, liquidation or reorganization or the winding-up or cessation of its businessCompany Financial Statements. No receiver or administrative receiver or liquidator has been appointed in respect Without limiting the generality of the foregoing, Deloitte & Touche LLP has not resigned nor been dismissed as independent public accountant of Company as a result of or in connection with any disagreement with Company on a matter of accounting practices which impacts or would require the Subsidiaries restatement of any previously issued financial statements, covering one or any of its material assetsmore years or interim periods for which Company is required to provide financial statements, such that they should no longer be relied on.

Appears in 1 contract

Samples: Merger Agreement (America Service Group Inc /De)

Company Financial Statements. Section 3.6 of the Sellers’ Disclosure Schedule sets forth (ia) The Company has delivered to Parent the audited consolidated balance sheet of the Company and its Subsidiaries as of December 31, 20062004, and the related audited consolidated statements of incomeoperations, cash flow and shareholdersstockholders’ equity and cash flows for the twelve (12-month period ) months then ended (the “Year-End FinancialsFY04 Audited Financial Statements”), . The FY04 Audited Financial Statements have been prepared in accordance with GAAP. The FY04 Audited Financial Statements are based upon the information contained in the books and records of the Company and its Subsidiaries and fairly present the financial condition of the Company and its Subsidiaries at the date thereof and the results of the operations and cash flows of the Company and its Subsidiaries and the changes in their financial condition for the period indicated. (iib) The Company has delivered to Parent the unaudited consolidated balance sheet of the Company and its Subsidiaries as of June September 30, 2007 2005 (such balance sheet, the “Most Recent Balance Sheet” and such date, the “Balance Sheet Date”), ) and the related unaudited consolidated statements of income, cash flow and shareholders’ equity income for the six nine (9) months then ended (collectively, the “Interim FinancialsStub Unaudited Financial Statements), (iii) a schedule of Company Indebtedness and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 and the twelve month period ended December 31, 2006 (together with the Interim Financials, the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and Stub Unaudited Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout GAAP, subject to customary year-end adjustments and except for the periods indicated and consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices (except that the Interim Financials do not contain footnotes and other presentation items that may be required by GAAP)absence of footnote disclosures. The Financials give a true Stub Unaudited Financial Statements are based upon the information contained in the books and fair view records of the consolidated Company and its Subsidiaries and fairly present the financial condition, operating condition of the Company and its Subsidiaries at the date thereof and the results of the operations and cash flows of the Company and its Subsidiaries as of and the dates and during changes in their financial condition for the periods indicated therein, subject in the case of the Interim Financials to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet” and shall include an itemized statement of the Company’s Working Capital as of the Balance Sheet Date Neither the Company nor any of the Subsidiaries have filed indicated. (or have had filed against itc) any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership or any administration order been presented in respect of the Company or any of its Subsidiaries. Neither the Company nor any of its Subsidiaries has initiated outstanding any proceedings with respect claims, liabilities or Indebtedness, contingent or otherwise, of any kind whatsoever (whether accrued, absolute, contingent or otherwise, and whether or not reflected or required to a compromise be reflected in the Company’s Financial Statements), except for (i) liabilities reflected or arrangement with its creditors or for its dissolution, liquidation or reorganization or reserved against in the winding-up or cessation Most Recent Balance Sheet and (ii) liabilities which have arisen after the date thereof in the ordinary course of its business. No receiver material claims, liabilities or administrative receiver Indebtedness, contingent or liquidator has been appointed otherwise, of any kind whatsoever (whether accrued, absolute, contingent or otherwise, and whether or not reflected or required to be reflected in respect the Company’s Financial Statements) of any of the Company or any of its Subsidiaries has arisen after the Subsidiaries or any date of its material assetsthe Most Recent Balance Sheet, other than in the ordinary course of business.

Appears in 1 contract

Samples: Merger Agreement (Click Commerce Inc)

Company Financial Statements. (a) Section 3.6 3.7 of the Sellers’ Disclosure Schedule sets forth the Company’s (i) the audited consolidated balance sheet of the Company sheets and its Subsidiaries as of December 31, 2006, and the related consolidated statements of income, cash flow and changes in shareholders’ equity and cash flows of the Company as of and for each of the 12-month period then fiscal years ended December 31, 2004 and December 31, 2005, including the notes thereto, together with the reports of KPMG, LLP (the “Year-End FinancialsAudited Financial Statements”), ; and (ii) the unaudited consolidated balance sheet and statements of the Company income, changes in shareholders’ equity and its Subsidiaries cash flows as of June 30and for the twelve months ended December 31, 2007 2006 (the “Balance Sheet Date”), and the related unaudited consolidated statements of income, cash flow and shareholders’ equity for the six months then ended ) (the “Interim FinancialsUnaudited Financial Statements”). Such financial statements (collectively, (iiithe “Financial Statements”) a schedule fairly present the financial condition, results of operations and cash flows of the Company Indebtedness as of the respective dates thereof and (iv) a statement of comprehensive income for the six month period ended June 30, 2007 periods referred to therein and the twelve month period ended December 31, 2006 (together are consistent with the Interim Financials, books and records of the Year-End Financials and the schedule of Company Indebtedness, collectively referred as the “Financials,” with all such Financials certified as true and accurate by the Company’s Chief Financial Officer). The Financials are true and fair in all material respects and respects. The Financial Statements have been prepared in accordance with UK GAAP applied on a consistent basis throughout the periods indicated covered thereby, and are consistent with each other, including without limitation, that all expenses have been recorded in accordance with GAAP and all revenue has been recorded in a manner consistent with past practices other (except that the Interim Financials Unaudited Financial Statements do not contain footnotes and other presentation items that may be required by UK GAAP). The Financials give a true and fair view of Financial Statements present fairly the consolidated financial condition, operating results and cash flows of the Company and its Subsidiaries as of the dates and during the periods indicated thereintherein of the Company and its consolidated Subsidiaries, subject in the case of the Interim Financials Unaudited Financial Statements to normal year-end adjustments, which are not material in amount or significance in any individual case or in the aggregate. The Financials have been prepared in accordance with all applicable legislation and all current accounting standards applicable to Sweden. The Company’s unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Balance Sheet Date is referred to hereinafter as the “Current Balance Sheet.and shall include an itemized statement of All reserves that are set forth in or reflected in the Company’s Working Capital as of Current Balance Sheet have been established in accordance with UK GAAP consistently applied. At the Balance Sheet Date Neither Date, there were no material loss contingencies (as such term is used in Statement of Financial Accounting Standards No. 5 (“Statement No. 5”) issued by the Financial Accounting Standards Board in March 1975) that are not adequately provided for in the Current Balance Sheet, as required by Statement No. 5. The Company nor has not had any dispute with any of the Subsidiaries have filed (its auditors regarding accounting matters or have had filed against it) policies during any petition for its winding-up, is not insolvent within the meaning of applicable laws, rules or regulations or similar requirements, and has not made any assignment in favor of its creditors, nor has any petition for receivership past three full fiscal years or any administration order been presented in respect during the current fiscal year-to-date. The books and records of the Company or any of its Subsidiaries. Neither the Company nor any and each of its Subsidiaries has initiated any proceedings have been and are being maintained in all material respects in accordance with respect to a compromise or arrangement applicable legal and accounting requirements and the Financial Statements have been prepared from and in accordance with its creditors or for its dissolution, liquidation or reorganization or the winding-up or cessation of its business. No receiver or administrative receiver or liquidator has been appointed in respect such books and records. (b) Section 3.7(b) of the Company or any Disclosure Schedule sets forth a good faith estimate of the Subsidiaries or any of its material assetsClosing Date Balance.

Appears in 1 contract

Samples: Share Purchase Agreement (Omniture, Inc.)

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