Financial and Tax Matters. Books and Records 27
Financial and Tax Matters the Financial Statements have been prepared in accordance with IFRS (and on a basis consistent throughout the periods indicated except as disclosed in the Financial Statements), and present fairly in all material respects, the financial position of the Corporation as of the dates indicated and the results of operations and the changes in financial position of the Corporation for the periods specified. The consolidated financial information with respect to the Corporation included in the Canadian Prospectus under the heading “Consolidated Capitalization” presents fairly in all material respects the information shown therein and, other than as disclosed in the Preliminary Prospectuses and the Prospectuses, has been compiled on a basis consistent with that of the Financial Statements;
Financial and Tax Matters. DSI represents and warrants that
(a) Annual Financial Statements — The audited financial statements of DSI for the fiscal year ending December 31st, 2003, previously delivered to OSCI, have been prepared by DSI in accordance with GAAP applied on a basis consistent with prior years, except as set out in Section 3.2(a) of the Disclosure Schedule, were audited by KPMG, and present fairly the financial condition and position of DSI as at December 31st, 2003 and the results of its operations for the year ended on December 31, 2003.
(b) Interim Financial Statements — The unaudited financial statements of DSI for the fiscal period ending June 30th, 2004 (“Statement Date”), previously delivered to OSCI, were prepared by DSI in accordance with GAAP applied on a basis consistent with prior years, are correct and present fairly the financial condition and position of DSI as at June 30th, 2004 and the results of its operations for the period from January 1st, 2004 to June 30th, 2004 (the Annual Financial Statements and Interim Financial Statements are referred to herein as the “DSI Financial Statements”).
(c) Accounts Receivable — The accounts receivable shown in the DSI Financial Statements represent the total trade accounts receivable of DSI as at the Statement Date and do not include any debts other than trade debts and are all debts which are due and owing to DSI without set-off or counterclaim. All accounts receivable, book debts and other debts due or accruing to DSI are bona fide and good and, subject to an allowance for doubtful accounts that has been reflected on the books of DSI in accordance with GAAP, are collectible within 90 days of the date on which they become due and payable, without setoff or counterclaim, except as provided in Section 3.2(c) of the Disclosure Schedule.
(d) Liabilities — DSI does not have any liabilities, contingent or otherwise known or unknown, which are not disclosed or reflected in the DSI Financial Statements or as disclosed in Section 3.2(d) of the Disclosure Schedule or are not set in a litigation disclosure certificate to be provided on Closing, except those incurred in the ordinary course of its business after the Statement Date and are similar in nature and amount to liabilities which arose during the comparable period of the immediately preceding financial period and there have been no payments after the Statement Date of a liability of DSI existing as of the Statement Date and not disclosed by DSI or reflected in the DSI ...
Financial and Tax Matters. 1. Audited financial statements for the last three fiscal years including income statements, balance sheets, sources and uses of funds statements.
2. Updated financial records on disk (Peachtree format)
3. Hard copies of all current payables invoices and receivables.
4. All federal, state, local and foreign tax returns for the last two years.
5. All consents, waivers or other agreements with taxing authorities.
6. All information concerning any significant claim asserted by any taxing authority against FilmMates.
7. Litigation files and settlement documents (if any) relating to any tax litigation, whether in court or as part of any administrative proceeding.
8. Any correspondence with the taxing authorities.
9. Description of all contingent liabilities not disclosed in the latest balance sheets provided and any material contracts subject to renegotiation.
Financial and Tax Matters. 1. Financial statements for the last three fiscal years including income statements, balance sheets, sources and uses of funds statements.
2. Updated financial records on disk (Peachtree format)
3. Hard copies of all current payables invoices and receivables.
4. Hard copies of all paid invoices for the past 2 years.
5. Financial projections for the next 24 months.
6. All federal, state, local and foreign tax returns for the last five years.
7. All consents, waivers or other agreements with taxing authorities.
8. All information concerning any significant claim asserted by any taxing authority against FilmMates.
9. Litigation files and settlement documents (if any) relating to any tax litigation, whether in court or as part of any administrative proceeding.
10. Any correspondence with the taxing authorities.
11. Description of all contingent liabilities not disclosed in the latest balance sheets provided and any material contracts subject to renegotiation.
Financial and Tax Matters. The Parent and the Owners acknowledge and agree that the Services and the obligations to be performed by the Manager shall not include any tax and treasury matters, activities and functions relating to the Owners, the Facilities and any amount payable under or in connection with this Agreement (including Service Costs payable to any party) or activities associated with defining all tax positions in respect of the foregoing, including the preparation and completion of all tax filings, dealing with tax authorities and resolving any tax related litigation or proceedings and such matters shall be the responsibility of and be carried out by the Owners. Any proposals or agreements relating to (a) the grant of any security interests in respect of the assets of the Facilities as part of any financing arrangement or (b) leasing arrangements and financing arrangements relating to the procurement of the assets and equipment for the Owners shall require the approval of the Manager’s Representative and the chief financial officer as the Parent’s Appointed Officer.
Financial and Tax Matters. Capital Contributions 12 Section 3.2 Loans from Members 13 Section 3.3 Restrictions Relating to Capital; Company Property 13 Section 3.4 Tax Treatment 14 Section 3.5 Allocation of Profits 14 Section 3.6 Section 3.6 14 Section 3.7 Special Allocations 14 Section 3.8 Offsetting Special Allocations 16 Section 3.9
Financial and Tax Matters. 8 SECTION 3.1
Financial and Tax Matters the Financial Statements have been prepared in accordance with IFRS (and on a basis consistent throughout the periods indicated except as disclosed in the Financial Statements), and present fairly in all material respects, the financial position of the Corporation as of the dates indicated and the results of operations and the changes in financial position of the Corporation for the periods specified;
Financial and Tax Matters. 8.1 All financial statements (i.e., balance sheets, income statements, changes in financial position and cash flow statements).
8.2 Quarterly and other interim financial statements since the date of the last statement provided pursuant to item 8.1.
8.3 All projections, budgets, and financial forecasts including those prepared by the Company.
8.4 Copies of all federal, state, city and foreign income tax returns for the past three years and evidence of payment of same.
8.5 List of any tax audits in progress or completed and all audit papers and communications with the IRS.
8.6 Three (3) years of audited financials.
