Financial Condition and Liabilities. The Company has previously delivered to Buyer a true and complete copy of the fixed asset register and schedule of liabilities of the Business, each as of November 30, 2002, and the unaudited statement of income of the Business for the twelve months then ended, each of which have been prepared from the books and records of the Seller (the "Financial Information"). Such fixed asset register lists all of the assets of the Business as of the date indicated which, individually or as an asset category (i.e., POTS cards), have a fair market value of at least $10,000, such schedule of liabilities list all of the liabilities or obligations of the Business as of the date indicated which, individually, obligate the Seller to make payments of $10,000 or more (each such liability or obligation, a "Significant Liability"), and such statement of income presents fairly the results of operations of the Business for the period indicated. The Business has no Significant Liability of any nature, whether due or to become due, fixed, contingent, accrued or otherwise, including liabilities for or in respect of federal, state, local and foreign taxes and any interest or penalties relating thereto, except (a) to the extent fully reflected as a liability in the schedule of liabilities included in the Financial Information and (b) liabilities incurred in the ordinary course of business since November 30, 2002, none of which, individually or in the aggregate, has been materially adverse to the Business.
Financial Condition and Liabilities. Seller has previously delivered to Buyer true and complete copies of (a) the unaudited balance sheets of Seller as of September 30, 1998, 1997 and 1996 and December 31, 1998, and the related unaudited statements of income, cash flow and shareholders equity for the fiscal years then ended, together with the related notes thereto and the report thereon of C.H. Fu and Associates, and (b) the unaudited balance sheet of Seller as of June 30, 1999 (the "Pre-closing Balance Sheet"), and related income statements for the period then ended, all of which are correct and complete and in accordance with the books and records of Seller and have been prepared in accordance with generally accepted accounting principles applicable to modified accrual-basis accounting entities and consistently applied throughout the periods involved, except, as to unaudited financial statements, that no notes to such financial statements are included. Such balance sheets present fairly the financial condition, assets and liabilities of Seller as of the dates indicated, and such statements of income, cash flow and shareholders equity present fairly the results of operations, cash flows and shareholders equity of Seller for the periods indicated. Seller has no liability or obligation of any nature, whether due or to become due, fixed, contingent, accrued or otherwise, including liabilities for or in respect of federal, state, local and foreign taxes and any interest or penalties relating thereto, except (a) to the extent fully reflected as a liability on the Pre-closing Balance Sheet and (b) liabilities incurred in the ordinary course of business since June 30, 1999 and fully reflected as liabilities on Seller's books of account, none of which, individually or in the aggregate, has been materially adverse.
Financial Condition and Liabilities. 10 3.8 Absence of Certain Changes . . . . . . . . . . . . .10 3.9
Financial Condition and Liabilities. CEC has previously delivered to Buyer true and complete copies of (a) statements of income for the years ended December 31, 1994, 1995 and 1996, respectively, of the VA Business, and (b) a combining balance sheet of the VA Business as of December 31, 1996 together with the related notes thereto (the "Pre-Closing Balance Sheet"), all of which are correct and complete and in accordance with the books and records of CEC and the Subsidiaries and have been prepared in accordance with Generally Accepted Accounting Principles consistently applied throughout the periods involved. The Pre-Closing Balance Sheet is attached hereto as Schedule 3.7. Such balance sheets and financial information accurately present the financial condition, assets and liabilities of the VA Business as of the dates indicated, and such statements of income present fairly the results of operations of the VA Business for the periods indicated. The VA Business has no liability or obligation of any nature, whether due or to become due, fixed, contingent, accrued or otherwise, including liabilities for or in respect of Taxes and any interest or penalties relating thereto, except (a) to the extent fully reflected as a liability on the Pre-Closing Balance Sheet and (b) liabilities incurred in the ordinary course of business since December 31, 1996 and fully reflected as liabilities on the books of account of CEC or the Subsidiaries, none of which, individually or in the aggregate, has been materially adverse.
Financial Condition and Liabilities. Seller has previously delivered to Buyer true and complete copies of (a) the audited consolidated balance sheets of Seller as of February 28, 2007 and February 28, 2006 (which incorporates balance sheet information as of February 28, 2005), and the related audited statements of income, cash flow and shareholders equity for the fiscal years then ended, together with the related notes thereto and the report thereon of its independent public accountant (collectively, the “Financial Statements”), and (b) the unaudited balance sheets of Seller and Western as of October 31, 2007 and October 31, 2006 in the case of Seller and also November 30, 2007 in the case of Western (the “Pre-closing Balance Sheet”), and related statements of income and cash flow for the periods then ended, all of which are in accordance with the books and records of Seller and Western (as applicable) and have been prepared in accordance with generally accepted accounting principles, consistently applied throughout the periods involved, except, as to unaudited financial statements, that no notes to such financial statements are included. Such balance sheets fairly present in all material respects the financial condition, assets and liabilities of Seller and Western respectively as of the dates indicated, and such statements of income, cash flow and shareholders equity fairly present in all material respects the results of operations, cash flows and shareholders equity of Seller and Western respectively for the periods indicated, subject, in the case of unaudited statements, to normal year-end audit adjustments. Except as set forth in Schedule 3.7, Seller has no liability or obligation of any nature, whether due or to become due, fixed, contingent, accrued or otherwise, including liabilities for or in respect of federal, provincial, local and foreign taxes and any interest or penalties relating thereto, except (a) to the extent fully reflected as a liability on the Pre-closing Balance Sheet and (b) liabilities incurred in the ordinary course of business consistent with past practices since October 31, 2007, in the case of Seller and also November 30, 2007 in the case of Western, and fully reflected as liabilities on Seller’s or Western’s books of account, none of which, individually or in the aggregate, has been materially adverse. Buyer acknowledges the interim financial statements provided exclude certain adjustments that are made only at year-end.
Financial Condition and Liabilities. Seller has initialed and ----------------------------------- delivered to Purchaser upon the execution and delivery hereof attached hereto as Schedule 2.04 financial statements for the Seller consisting of audited balance sheets and income statements for the Seller as at and for the fiscal years ended March 31, 1996 and l995 and unaudited balance sheet and income statement for the nine months ended December 3l, l996. The balance sheets are correct and complete and present fairly the financial position of the Seller on the dates indicated, and such income statements are correct and complete, and present fairly the results of operations of the Seller for the periods indicated. Such March 3l, l996 and l995 financial statements have been prepared in accordance with generally accepted accounting principles applied on a consistent basis. The balance sheet of the Seller as at December 3l, 1996, is hereinafter referred to as the "Latest Balance Sheet". The inventories of the Seller, reflected on the balance sheets delivered hereunder, and the inventories as the same will exist on the Closing, were and will be on the Closing, good and merchantable and of a quality and quantity usable and necessary in the ordinary course of business. Items of inventory of below-standard quality of merchantability, if any, have been written down to realizable market value, or adequate reserves provided therefor. The values at which such inventories are carried are at the lower of net invoiced cost or net realizable market price. No value has been attributed on said Latest Balance Sheet to any inventory on hand which is obsolete, stale or excessive. The receivables reflected on such balance sheets resulted from bona fide sales of goods by the Seller, prior to the date of such balance sheets, and such accounts receivable and all other receivables reflected on said balance sheets are good and collectible at the aggregate recorded amounts thereof and are not subject to defense, counterclaim or offset. Since February 24, l997, Seller has not committed to any obligation with any vendor for an amount exceeding $25,000 with such vendor in the aggregate or extending more than 90 days without receiving the Purchaser's written approval, if any, except those listed on Schedule 2.04 and which Purchaser hereby expressly approves. Except to the extent reflected or reserved against or described in the Seller's Latest Balance Sheet, or disclosed in this Agreement or on Schedule 2.04 of the List, the ...
Financial Condition and Liabilities. Set forth in Schedule 3.9 are correct and complete copies of (a) the unaudited balance sheet of the Company as of December 31, 2005, and the unaudited statement of income of the Company as of and for the period then ended, (collectively, the “Financial Statements”), and (b) the unaudited balance sheet of the Company as of July 1, 2006 (the “Pre-Closing Balance Sheet”), and related statement of income for the period then ended, which are in accordance with the books and records of the Company and have been prepared in accordance with GAAP, except (i) that no notes to such financial statements are included, and (ii) as set forth in Schedule 3.9. Such balance sheets fairly present in all material respects the financial condition, assets and liabilities of the Company as of the dates indicated, and such statements of operations fairly present in all material respects the results of operations and cash flows of the Company for the periods indicated, subject, in the case of interim statements, to normal year end adjustments.
