Compliance with GAAP, etc. Except as disclosed on Section 3.6 of the Company Disclosure Schedule, the Financials (including any notes thereto) (i) were prepared in accordance with the books and records of the Company, (ii) have been prepared in accordance with GAAP, consistently applied (except as otherwise stated therein and subject to normal year-end adjustments, the effect of which will not, individually or in the aggregate, be materially adverse) and (iii) fairly present in all material respects the financial position of the Company as of the respective dates thereof and the results of the operations of the Company and changes in financial position for the respective periods covered thereby.
Compliance with GAAP, etc. The Annual Financials and the Additional Audited Financials (a) have been and will be, respectively, prepared in accordance with GAAP, consistently applied and Regulation S-X, Article 3 “General instructions as to financial statements” and Staff Accounting Bulletin Topic 1-B “Allocations of Expenses and Related Disclosure in Financial Statements of Subsidiaries, Divisions or Lesser Business Components of Another Entity” (subject, in the case of the unaudited Financials, to normal year-end audit adjustments and the absence of notes) and (b) fairly present and will fairly present, respectively, in all material respects in accordance with GAAP the consolidated financial position of the Business as at the respective dates thereof and the consolidated results of the operations of the Business for the respective periods covered thereby. The Interim Financials (i) have been and will be, respectively, prepared consistent with the internal reporting policies and procedures of Seller and (ii) fairly present and will fairly present, respectively, in all material respects in accordance with such reporting policies and procedures the consolidated results of operations for the periods covered thereby. The Additional Unaudited Financials will be prepared in accordance with GAAP (subject to preparation on a modified GAAP basis with respect to the allocation of corporate expenses and calculation of taxes and accounts payable, and subject to normal year-end audit adjustments and the absence of notes).
Compliance with GAAP, etc. Except as disclosed on Schedule 3.6.2, the Financials (including any notes thereto) (a) are accurate and complete in all material respects and were prepared in accordance with the books and records of the Group Companies (which books and records are accurate and complete in all material respects and represent actual, bona fide transactions), (b) have been prepared in accordance with GAAP, consistently applied (subject, in the case of the Interim Financials and Update Financials, to normal year-end audit adjustments, the effect of which will not, individually or in the aggregate, be materially adverse and the absence of notes that, if presented, would not, individually or in the aggregate, be materially adverse) and (c) fairly present in all material respects the consolidated financial position of the Group Companies as at the respective dates thereof and the consolidated results of the operations of the Group Companies and changes in financial position for the respective periods covered thereby.
Compliance with GAAP, etc. The Financial Statements have been prepared in accordance with GAAP applied on a consistent basis throughout the period involved, subject, in the case of the Interim Financial Statements, to normal and recurring year-end adjustments (the effect of which will not be materially adverse) and the absence of notes (that, if presented, would not, individually or in the aggregate, be materially adverse). The Financial Statements are based on the books and records of the Company, and fairly present the financial condition of the Company as of the respective dates they were prepared and the results of the operations of the Company for the periods indicated. The balance sheet of the Company as of March 31, 2015 is referred to herein as the “Interim Balance Sheet” and the date thereof as the “Interim Balance Sheet Date”. The Company maintains a standard system of accounting established and administered in accordance with GAAP.
Compliance with GAAP, etc. (a) The Financials (i) are complete and correct and were prepared in accordance with the books and records of the Companies and (ii) have been prepared on an accrual basis in accordance with GAAP, consistently applied subject, in the case of the Interim Financials, to normal and recurring year-end adjustments and the absence of notes. The Financials fairly present, in accordance with GAAP, the consolidated financial position of International Vapor as of the respective dates thereof and the results of the operations of International Vapor for the respective periods covered thereby.
Compliance with GAAP, etc. (i) The Financials (1) were prepared in accordance with the books and records of the Company and (2) have been prepared in accordance with GAAP (except, in the case of the Interim Financials, for the omission of footnotes and normal year-end adjustments, none of which are, individually or in the aggregate, material). The Financials fairly present, in all material respects, the financial position of the Company as at the respective dates thereof and the results of the operations of the Company for the respective periods covered thereby. The Financials contain adequate reserves for the realization of all Assets and for all reasonably anticipated Liabilities in accordance with GAAP.
Compliance with GAAP, etc. The Financials (a) are complete and correct and were prepared in accordance with the books and records of the Company and (b) have been prepared in accordance with GAAP, except for the impact of using tax basis depreciation for fixed assets, subject, in the case of the Interim Financials, to normal month-end adjustments, the effect of which will not, individually or in the aggregate, be materially adverse to the Company. With respect to the Interim Financials, the absence of notes, if presented, would not differ materially from those included in the Reviewed Financials. The Financials fairly present the financial position of the Company as at the respective dates thereof and the results of the operations of the Company for the respective periods covered thereby, except that the Most Recent Balance Sheet reflects the distribution of the Excluded Assets but does not reflect any accrued Tax liabilities in connection therewith. The Company’s utilization of the percentage of completion methodology is in conformity with GAAP. The gross profit and gross profit percentage of jobs currently in process have been properly recognized in accordance with GAAP. The Financials contain adequate reserves for the realization of all Assets and for all reasonably anticipated Liabilities in accordance with GAAP. The Company maintains adequate internal controls to assure the proper recording of all Assets, Liabilities and transactions in the Company’s records and books of account and to safeguard the Company’s Assets.
Compliance with GAAP, etc. The Financials (including any notes thereto) (a) are complete and correct and were prepared in accordance with the books and records of the Acquired Companies, (b) fairly present the consolidated financial position of the Acquired Companies as at the respective dates thereof and the consolidated results of the operations of the Acquired Companies.
Compliance with GAAP, etc. The Financials (including any notes thereto) (i) are complete and correct and were prepared in accordance with the books and records of Sellers, (ii) have been prepared in accordance with GAAP, consistently applied (subject, in the case of the unaudited Financials, to normal year-end audit adjustments, the effect of which will not, 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 Most Recent Balance Sheet) and (iii) fairly present the financial position of Sterling as at the respective dates thereof and the results of the operations of Sterling and changes in financial position for the respective periods covered thereby.
Compliance with GAAP, etc. Except as disclosed on Schedule 3.06, the Financials (including any notes thereto) (i) were prepared in accordance with the books and records of the Company Group, (ii) have been prepared in accordance with GAAP, consistently applied (subject to normal year-end audit adjustments) and (iii) fairly present the consolidated financial position of the Company Group as of the respective dates thereof and the consolidated results of the operations of the Company Group and changes in financial position for the respective periods covered thereby.
