Common use of Compliance with GAAP, etc Clause in Contracts

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.

Appears in 1 contract

Samples: Agreement and Plan of Merger (Fresenius Medical Care AG & Co. KGaA)

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Compliance with GAAP, etc. Except as disclosed on Schedule 3.6.23.6, the Financials (including any notes thereto) (a) are accurate complete and complete in all material respects correct 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)Acquired Companies, (b) have been prepared in accordance with GAAP, consistently applied (subject, in the case of the Interim Financials and Update Financialsunaudited 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 present, in all material respects respects, the consolidated financial position of the Group Acquired Companies as at the respective dates thereof and the consolidated results of the operations of the Group Acquired Companies and changes in financial position for the respective periods covered thereby.

Appears in 1 contract

Samples: Share Purchase Agreement (Green Mountain Coffee Roasters Inc)

Compliance with GAAP, etc. Except as disclosed on Schedule 3.6.2Section 2.07 of Disclosure Schedule, the Audited Financials, the Interim Financials and the Management Accounts (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)Acquired Companies, (b) were prepared (and in the case of the Audited Financials, have been prepared audited) in accordance with GAAP, consistently applied GAAP (subject, in the case of the Interim Financials and Update Financials, to normal year-end audit adjustmentsadjustments and the absence of footnotes, 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 Acquired Companies as at the respective dates thereof and the consolidated results of the operations of the Group Acquired Companies and changes in financial position for the respective periods covered thereby.

Appears in 1 contract

Samples: Stock Purchase Agreement (Allied Defense Group Inc)

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Compliance with GAAP, etc. Except as disclosed on Schedule 3.6.23.7, the Financials (including any notes thereto) (a) are accurate complete and complete correct 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)Company, (b) have been prepared in accordance with GAAP, consistently applied (subject, in the case of the Interim Financials and Update 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, individually or not differ materially from those included in the aggregate, be materially adversemost recent Audited Financials) and (c) fairly present in all material respects the consolidated financial position of the Group Companies Company as at the respective dates thereof and the consolidated results of the operations of the Group Companies Company and changes in financial position for the respective periods covered thereby.

Appears in 1 contract

Samples: Asset Purchase Agreement (Starrett L S Co)

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