Financial Information; Books and Records. (a) The Purchaser 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 of the Purchaser, together with all related notes and schedules thereto, accompanied by the reports thereon of the Purchaser’s independent accountants (collectively referred to herein as the “Purchaser Financial Statements”) and (iii) the unaudited consolidated balance sheet of the Purchaser as of September 30, 2008, and the related unaudited condensed consolidated statements of operations of the Purchaser, together with all related notes and schedules thereto (collectively referred to herein as the “Purchaser Interim Financial Statements”). The Purchaser Financial Statements and the Purchaser Interim Financial Statements (I) were prepared in accordance with the books of account and other financial records of the Purchaser and the Purchaser Subsidiaries, (II) present fairly in all material respects the consolidated financial condition and results of operations of the Purchaser and the Purchaser Subsidiaries as of the dates thereof or for the periods covered thereby, except in the case of the Purchaser Interim 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 Purchaser and the Purchaser Subsidiaries.
(b) Since December 31, 2005, there has been no change in any of the significant accounting policies, practices or procedures to the Purchaser or the Purchaser Subsidiaries. The Purchaser maintains a system of Internal Controls sufficient to provide reasonable assurances that (i) transactions are executed in accordance with management’s general or specific authorization; (ii) transactions are recorded as necessary (A) to permit preparation of financial statements in conformity with generally accepted accounting principles or any other criteria applicable to such statements, and (B) to maintain accountability for assets; (iii) access to assets is permitted only in accordance with management’s general or specific authorization; and (iv) the recorded accountability for assets is compared with the existing assets at reasonable intervals and appropriate action is taken with respect to any differe...
Financial Information; Books and Records. (a) Schedule 4.07(a) of the Disclosure Schedules sets forth (i) the consolidated audited balance sheets of the Company and the Company Subsidiaries as of September 30, 2019 and 2018, and the related consolidated audited statements of income and stockholders’ equity and cash flows for the fiscal years then ended (collectively referred to herein as the “Financial Statements”) and (ii) the consolidated unaudited balance sheet of the Company and the Company Subsidiaries as of July 31, 2020, and the related consolidated unaudited statements of income for the ten (10) month period then ended (collectively referred to herein as the “Interim Financial Statements”). The Financial Statements and the Interim Financial Statements (x) were prepared in accordance with the books of account and other financial records of the Company and the Company Subsidiaries, (y) present fairly in all material respects the consolidated financial condition and results of operations of the Company and the Company Subsidiaries as of the dates thereof or for the periods covered thereby, and (z) have been prepared in accordance with GAAP applied on a basis consistent with the past practices of the Company (provided, that the Interim Financial Statements do not contain footnotes required by GAAP or changes of the type that are normal and recurring resulting from year-end adjustments).
(b) The systems of internal accounting controls maintained by the Company are sufficient to provide reasonable assurances that: (i) all material transactions are executed in accordance with management’s general or specific authorization; and (ii) all material transactions are recorded as necessary to permit preparation of financial statements in conformity with GAAP and to maintain accountability for assets.
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.
(b) Since December 31, 2005, there has been no change in any of the significant accounting policies, practices or procedures to the Seller, its subsidiaries, the Companies, the Subsidiaries or the Group Companies. The Seller maintains a system of internal accounting controls (“Internal Controls”) sufficient to provide reasonable assurances that (i) transactions are executed in accordance w...
Financial Information; Books and Records. The Company has provided Parent with true, correct and complete copies of (a) the audited balance sheet of the Company for the fiscal year ended December 31, 2015, and the related income statement for the period then ended (the “2015 Financial Statements”), (b) the audited balance sheet of the Company for the fiscal year ended December 31, 2014, and the related income statement for the period then ended (the “2014 Financial Statements”), (c) the audited balance sheet of the Company for the fiscal year ended December 31, 2013, and the related income statement for the period then ended (the “2013 Financial Statements”) and (d) the unaudited balance sheet of the Company as of June 30, 2016 (the “Balance Sheet Date”), and the related income statement for the six-month period then ended (the “Interim Financial Statements”, together with the 2015 Financial Statements, 2014 Financial Statements and 2013 Financial Statements, the “Company Financial Statements”). The Company Financial Statements (i) were prepared in accordance with the books of account and other financial records of the Company, (ii) present fairly the financial condition, results of operations and cash flows of the Company as of the date thereof and for the periods covered thereby (subject to the absence of footnotes and normal year-end adjustments), and (iii) have been prepared in accordance with GAAP. The Company Financial Statements 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 date thereof and for the period covered thereby.
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.
(b) The books of account and other financial records of the Company: (i) reflect all items of income and expense and all assets and liabilities required to be reflected therein in accordance with U.S. generally accepted accounting principles applied on a basis consistent with the past practices of the Company, (ii) are in all material respects complete and correct, and do not contain or reflect any material inaccuracies or discrepancies and (iii) have been maintained in accordance with good business and accounting practices.
(c) Except for (i) liabilities reflected on the balance sheet contained in the Interim Financial Statements and (ii) liabilities incurred in the ordi...
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.
Financial Information; Books and Records. 9 5. Assets................................................... 9 6.
