Company Financials. (a) On or prior to September 20, 2019, Parent has provided Buyer with true and correct copies of (i) the unaudited balance sheet, income statement, statement of shareholder’s equity and statement of cash flows for the Company as of and for the years ended December 31, 2018 and December 31, 2017, and (ii) the unaudited balance sheet of the Company as of July 31, 2019 (the “Latest Balance Sheet”) and the related unaudited income statement, statement of shareholder’s equity and statement of cash flows for the seven (7) month period then ended (such financial statements described in clauses (i) and (ii), collectively, with any Interim Period Financial Statements delivered after the date hereof pursuant to Section 8.1(b), the “Company Financials”). The Company Financials, when delivered, were prepared in accordance with the books and records of the Company, are true, correct and complete in all material respects, and present fairly and accurately in all material respects the financial condition and results of operations of the Company as of the respective dates thereof and for the periods specified therein.
(b) The Company maintains accurate books and records reflecting its assets and Liabilities and maintains proper and adequate internal accounting controls that provide reasonable assurance that (i) the Company does not maintain any off-the-book accounts and that the Company’s assets are used only in accordance with management directives, (ii) transactions are executed with management’s authorization, (iii) transactions are recorded as necessary to permit preparation of the financial statements of the Company and to maintain accountability for its assets, (iv) access to its assets is permitted only in accordance with management’s authorization, (v) the reporting of its assets is compared with existing assets at regular intervals and verified for actual amounts and (vi) accounts, notes and other receivables and inventory are recorded accurately, and proper and adequate procedures are implemented to effect the collection of accounts, notes and other receivables on a current and timely basis. All of the financial books and records of the Company are complete and accurate in all material respects and have been maintained in the ordinary course consistent with past practice and in accordance with applicable Laws. The Company has not been subject to or involved in any material fraud that involves management or other employees who have a significant role in the inter...
Company Financials. The Company's Financials (including the notes thereto) to be provided by the Company to Parent on or before Closing will have been prepared in accordance with GAAP applied on a consistent basis throughout the periods indicated therein and present fairly in all material respects the financial position and operating results of the Company as of the dates and during the periods indicated therein, subject, in the case of the Company Interim Financial Statements, to normal year-end adjustments, which adjustments will not be material in amount or significance and except that the Company Interim Financial Statements may not contain footnotes. The Company Financials will be at the time of presentation be correct and complete in all material respects and except as set forth in Section 2.8 of the Company Disclosure Schedule, there has been no material change in any accounting policies, principles, methods or practices of the Company, including any change with respect to reserves (whether for bad debts, contingent liabilities or otherwise), since its inception. The Company's unaudited consolidated balance sheet as of September 30, 2006 is referred to herein as the "Current Balance Sheet."
Company Financials. The consolidated financial statements of the Company included in the Company SEC Documents complied as to form, as of their respective dates of filing with the SEC, in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto (except, in the case of unaudited statements, as permitted by Form 10-Q under the Exchange Act), have been prepared in all material respects in accordance with GAAP applied on a consistent basis during the periods involved (except (i) with respect to financial statements included in Company SEC Documents, as may be indicated in the notes thereto or (ii) as permitted by Regulation S-X under the Securities Act) and fairly present in all material respects the consolidated financial position of the Company and its consolidated Subsidiaries as of the dates thereof and the consolidated results of their operations and changes in stockholders’ equity and cash flows of such companies as of the dates and for the periods shown.
Company Financials. Parent shall have received from the Company audited financial statements for the Company’s last two fiscal years, together with such other statements that would be in compliance with Regulation S-X and the General Rules and Regulations of the Securities Act, and such unaudited financial statements as otherwise required for the quarterly periods (ending August 31, 2008, November 30, 2008 and February 28, 2009) since the last audit. The Company shall also deliver to Parent its audited financial statements for its fiscal year ended May 31, 2009, prior to filing the final Proxy Statement. The auditing firm shall be Deloitte & Touche LLP, or such other nationally recognized accounting firm as is acceptable to Parent and the Company.
Company Financials. Each of the consolidated financial statements (including, in each case, any related notes thereto) contained in the Company SEC Documents as of their respective dates (the “Company Financials”): (i) complied as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) was prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Forms 10-Q, 8-K or any successor forms under the Exchange Act), and (iii) fairly presented in all material respects the consolidated financial condition of the Company and its consolidated Subsidiaries as at the respective dates thereof and the consolidated results of the Company’s operations and cash flows for the periods indicated. All of the Subsidiaries of the Company are consolidated for accounting purposes as required by GAAP. The consolidated balance sheet of the Company contained in the Company SEC Documents as of December 31, 2004 is hereinafter referred to herein as the “Company Balance Sheet,” and December 31, 2004 is hereinafter referred to herein as the “Company Balance Sheet Date.”
Company Financials. Each of the consolidated financial statements of Intelsat, Ltd. contained in the Company SEC Documents, as of their respective dates (including, in each case, any related notes thereto) (the “Company Financials”): (i) complied (or, in the case of Company Financials included in any Company SEC Document filed after the date of this Agreement, will comply) as to form in all material respects with all applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto, (ii) was prepared (or, in the case of Company Financials after the date of this Agreement, will be prepared) in accordance with United States generally accepted accounting principles (“GAAP”) applied on a consistent basis throughout the periods involved (except as may be indicated in the notes thereto or, in the case of unaudited interim financial statements, as may be permitted by the SEC on Forms 10-Q, 8-K or any successor forms under the Exchange Act), and (iii) fairly presented (or, in the case of Company Financials after the date of this Agreement, will fairly present as of their respective dates) in all material respects the consolidated financial condition of Intelsat, Ltd. and Intelsat, Ltd.’s consolidated Subsidiaries as at the respective dates thereof and the consolidated results of such entity’s operations and cash flows for the periods indicated, it being understood that any reference to Company Financials filed after the date hereof means, if such Company Financials have been amended, such Company Financials as so amended. All of the Subsidiaries of Intelsat, Ltd. are consolidated for accounting purposes as required by GAAP. The consolidated balance sheet of Intelsat, Ltd. contained in the Company SEC Documents as of March 31, 2007 is hereinafter referred to herein as the “Company Balance Sheet,” and March 31, 2007 is hereinafter referred to herein as the “Company Balance Sheet Date.”
Company Financials. The Shareholder acknowledges that the Buyer may be required to file the Company's financial statements with the U.S. Securities and Exchange Commission and the Shareholder agrees to use commercially reasonable efforts to assist Buyer in obtaining any necessary consents and take any other necessary actions to permit Buyer to make such filings. Ernst & Young LLP has substantially completed an audit of the Company's Year End Financial Statements. After the Closing, the Surviving Corporation and the Shareholder will use commercially reasonable efforts to have Ernst & Young LLP complete such audit. All expenses incurred by the Surviving Corporation in connection with the completion of such audit will then become a trade payable of the Surviving Corporation. In the event Ernst & Young LLP declines to complete such audit, Ernst & Young charges relating to the incomplete audit will become the full responsibility of the Shareholder.
Company Financials. Sellers acknowledge that the Company's Financial Statements will be filed by CNET with the U.S. Securities and Exchange Commission and Management Shareholders agree to assist CNET obtain any necessary consents and take any other necessary actions to permit CNET to make such filings.
Company Financials. As soon as reasonably practicable following the date of this Agreement, the Company shall deliver to Purchaser a true and complete copy of the audited financial statements (including any related notes thereto) of the Company for the financial year ended September 30, 2020, prepared in accordance with the IFRS and audited in accordance with the PCAOB standards by PKF Lxxxxxxxxx, LLP (or such other internationally recognized audit firm, as is reasonably acceptable to Purchaser) (the “Company Financials”).
Company Financials. 18 Company Material Contract................................... 47
