Financial Information; Books and Records. (a) The Seller SEC Documents include (i) the audited consolidated balance sheet of the Seller for each of the three fiscal years ended as of December 31, 2005, December 31, 2006 and December 31, 2007, and the related audited consolidated statements of operations, cash flows, and shareholders’ equity and comprehensive income of the Seller, together with all related notes and schedules thereto, accompanied by the reports thereon of the Seller’s independent accountants (collectively referred to herein as the “Seller Financial Statements”) and (ii) the unaudited condensed consolidated balance sheet of the Seller as of September 30, 2008, and the related unaudited consolidated statements of operations and cash flows of the Seller, together with all related notes and schedules thereto (the “Seller Interim Financial Statements”). The Seller has provided to the Purchaser copies of the unaudited consolidated balance sheet of the Business as of September 30, 2008, and the related unaudited consolidated statement of income, copies of which appear in Section 3.09 of the Seller Disclosure Schedule (collectively referred to herein as the “Business Financial Statements”). The Seller Financial Statements, the Seller Interim Financial Statements and the Business Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies as of the dates thereof or for the periods covered thereby, except in the case of the Seller Interim Financial Statements and the Business Financial Statements for the absence of notes thereto and subject to normal and recurring year-end adjustments, and (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Seller, its subsidiaries, the Companies, the Subsidiaries and the Group Companies.
Financial Information; Books and Records. (a) True ---------------------------------------- and complete copies of (i) the draft of the audited balance sheet of the Company for the fiscal year ended as of December 31, 1995, and the related audited statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Draft Audited Financial Statements"), and (ii) the ---------------------------------- unaudited balance sheet of the Company for the eleven months ended as of November 30, 1996, and the related statements of income, changes in shareholders' equity and cash flows of the Company, together with all related notes and schedules thereto (collectively referred to herein as the "Interim ------- Financial Statements") -------------------- are attached as Section 2.05 of the Disclosure Schedule. The Draft Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the consolidated financial condition and results of operations of the Company as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. generally accepted accounting principles applied on a basis consistent with the past practices of the Company and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the Company and the results of the operations of the Company as of the dates thereof or for the periods covered thereby; provided, however, that -------- ------- the Interim Financial Statements may not include all footnotes required by U.S. generally accepted accounting principles and were or are subject to normal and recurring year-end adjustments which were not and are not anticipated to be material in amount.
Financial Information; Books and Records. (a) The Company has delivered to Nu Skin true, complete and correct copies of its audited consolidated financial statements as of and for each year ended March 31, 1996, 1997 and 1998 (the "Audited Financial Statements") and its unaudited consolidated financial Statements for the four-month period ended July 31, 1998 (the "Interim Financial Statements"). The Audited Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the consolidated financial condition and results of operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with U.S. GAAP (except that the Interim Financial Statements do not contain any footnotes required by U.S. GAAP that, if presented, would not differ materially from those provided in the Audited Financial Statements) and (iv) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the consolidated financial condition of the Company and the Subsidiaries and the results of the operations of the Company and the Subsidiaries as of the dates thereof or for the periods covered thereby.
Financial Information; Books and Records. (a) True and complete copies of (i) the audited consolidated balance sheet of China Online as of December 31, 2008, and the related audited consolidated statements of income, retained earnings, shareholders’ equity and cash flows of China Online for the nine (9) month period then ended, together with all related notes and schedules thereto, accompanied by the reports thereon of China Online’s independent auditors (collectively referred to herein as the “China Online Financial Statements”) and (ii) the unaudited consolidated balance sheet of China Online as of March 31, 2009, and the related unaudited consolidated statements of income, retained earnings, shareholders’ equity and cash flows of China Online, together with all related notes and schedules thereto (collectively referred to herein as the “China Online Interim Financial Statements”) have been delivered by SINA to CRIC. The China Online Financial Statements and the China Online Interim Financial Statements (I) were prepared in accordance with the books of account and other financial records of the China Online Companies, (II) present fairly the consolidated financial condition and results of operations of the China Online Companies as of the dates thereof or for the periods covered thereby, (III) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of China Online, and (IV) include all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition of the China Online Companies and the results of the operations of the China Online Companies as of the dates thereof or for the periods covered thereby.
Financial Information; Books and Records. (a) True and complete copies of (i) the Reference Statement of Net Assets and (ii) the balance sheets of each Purchased Distribution Center and Purchased Store as of December 28, 2002, January 3, 2004 and January 1, 2005, and the related statements of income and stockholder’s equity (collectively referred to herein as the “Financial Statements”), have been delivered by the Seller to the Purchaser. The Reference Statement of Net Assets (i) was prepared in accordance with the books of account and other financial records of the Seller, (ii) presents fairly, in all material respects, the financial position of the Purchased Business as of the date thereof (except that it excludes the Excluded Assets and Excluded Liabilities), (iii) has been prepared in accordance with subsection (iii) of the following sentence, applied on a basis consistent with the past practices of the Seller (except that it excludes the Excluded Assets and Excluded Liabilities), and (iv) includes, all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business as of the date thereof. The Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Seller, (ii) present fairly, in all material respects, the financial position and results of operations of the Purchased Business as of the dates thereof or for the periods covered thereby, and (iii) have been prepared in accordance with GAAP, except as set forth in Section 3.04(a) of the Disclosure Schedule (the “GAAP Exceptions”), applied on a basis consistent with the past practices of the Seller and (iv) include all adjustments (consisting only of normal recurring adjustments) that are necessary for a fair presentation of the financial position of the Purchased Business and the results of the operations of the Purchased Business as of the dates thereof or for the periods covered thereby.
Financial Information; Books and Records. (a) True and complete copies of the June 28, 2008 Statement of Net Tangible Assets and the Pre-Signing Financial Statements have been delivered by Discovery to Oyster and Pearl and are included in Section 4.05 of the Disclosure Schedule.
Financial Information; Books and Records. Seller has provided to Purchaser accurate and complete copies of the audited balance sheet and related statements of income or loss the twelve-month period ending on December 31, 2004 and the balance sheet, related statements of income or loss and the preliminary audit report for the twelve-month period ending on December 31, 2005 (the “Audited Financial Statements”), and an unaudited balance sheet and related statement of income or loss for the nine-month period ending on September 30, 2006 (the “Interim Financial Statements,” and together with the Audited Financial Statements, the “Financial Statements”). Except as set forth in Section 3.9 of the Disclosure Schedule or as noted in the Financial Statements, the Financial Statements have been prepared in accordance with Seller’s books and records and generally accepted accounting principles consistently applied (subject, in the case of the Interim Financial Statements, to normal year-end adjustments and the absence of notes) and fairly present, in all material respects, the results of operations and financial condition of Seller for the respective periods and as of the dates identified therein, respectively. The accounting books and records of Seller accurately and fairly reflect the activities of Seller in connection with the Business. Seller has not engaged in any transaction, maintained any bank account or used any corporate funds, except for transactions, bank accounts or funds which have been and are reflected in the normally maintained accounting books and records.
Financial Information; Books and Records. (a) (i) A true and complete copy of the Unaudited Financial Statements has been delivered by the Seller to the Purchaser. The Unaudited Financial Statements (A) have been prepared in accordance with the books of account and other financial records of the Seller, (B) present fairly in all material respects the financial condition, results of operations and cash flows of the Business as of the date thereof or for the period covered thereby, (C) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Seller and its predecessors and (D) includes all adjustments (consisting only of normal recurring accruals) that are necessary for a fair presentation of the financial condition, results of operations and cash flows of the Business as of the date thereof or for the period covered thereby.
Financial Information; Books and Records. The Financial Statements and the Interim Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company and its consolidated Subsidiaries, (ii) present fairly in all material respects the consolidated financial condition and results of the consolidated operations and cash flows and changes in stockholders' equity of the Company and its consolidated Subsidiaries as of the dates thereof or for the periods covered thereby, (iii) have been prepared in accordance with GAAP applied on a basis consistent with past practice (except as may be described in the notes thereto and, in the case of the Interim Financial Statements, subject to normal year-end adjustments), (iv) in the case of the Financial Statements, include all adjustments that are necessary for a fair presentation of consolidated financial condition and results of the operations as of the dates thereof or for the periods covered thereby and (v) comply, in all material respects, with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto. The books and records of the Company and its Subsidiaries have been, and are being, maintained in accordance with GAAP, applicable legal and regulatory requirements and reflect in all material respects the substance of events and transactions that should be included therein.
Financial Information; Books and Records. The Financial Statements and the Interim Financial Statements (a) were prepared in accordance with the books of account and other financial records of the Company and its consolidated Subsidiary, (b) present fairly in all material respects the consolidated financial condition and results of operations of the Company and its consolidated Subsidiary as of the dates thereof or for the periods covered thereby, and (c) have been prepared in accordance with GAAP applied on a basis consistent with past practice (except as may be described in the notes thereto or, in the case of the Interim Financial Statements as permitted by the Quarterly Reports on Form 10-Q under the Exchange Act) and (d) in the case of the Financial Statements, include all adjustments that are necessary for a fair presentation of consolidated financial condition and results of the operations as of the dates thereof or for the periods covered thereby.
