Financial Information; Liabilities. (i) Attached as Schedule 4.1(f)(i) are the audited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at December 31, 1998 (the "December 31 Balance Sheets") and the accompanying audited consolidated statements of operations and cash flows and, with respect to the Lessee, stockholder's equity for the year then ended audited by Ernst & Young LLP (together with the December 31 Balance Sheets, the "December 31 Financial Statements"). The December 31 Financial Statements have been prepared in accordance with GAAP (except as may be indicated in the notes thereto) and fairly present in all material respects the consolidated financial position of each of Management and Lessee as at December 31, 1998 and the results of operations of each of Management and Lessee for the year then ended.
(ii) Attached as Schedule 4.1(f)(ii) are the unaudited consolidated balance sheets of each of (i) Management and (ii) Lessee and its Subsidiaries as at March 31, 1999 (the "March 31 Balance Sheets") and the accompanying unaudited consolidated statements of operations and cash flows for the three months then ended (together with the March 31 Balance Sheet, the "March 31 Financial Statements"). The March 31 Financial Statements have been prepared in a manner consistent with that employed in the December 31 Financial Statements except as disclosed in the notes to such financial statements. The March 31 Financial Statements have been prepared in accordance with GAAP and fairly present (subject to normal year-end adjustments, which adjustments are not material) in all material respects the financial positions of each of Management and Lessee as at March 31, 1999 and the results of operations of each of Management and Lessee for the three months then ended.
(iii) None of Management, Lessee or any of the Lessee Subsidiaries has any Liabilities except: (A) as set forth on Schedule 4.1(f)(iii); (B) Liabilities disclosed on the applicable March 31, 1999 Balance Sheet; (C) Liabilities under all contracts and agreements set forth on the schedules hereto, other than any such Liabilities in respect of indebtedness for borrowed money; and (D) Liabilities incurred subsequent to March 31, 1999 in the ordinary course of business consistent with past practice and in compliance with the provisions of this Agreement; (E) Liabilities arising from litigation relating to the Transaction; and (F) Liabilities under all contracts and agreements entered into by such ...
Financial Information; Liabilities. (a) Seller has made available to Buyer copies of the unaudited combined balance sheets of the Business as of December 31, 2021 and December 31, 2020, and the related unaudited combined statements of income of the Business for the fiscal years ended on December 31, 2021 and December 31, 2020 (collectively, the “Unaudited Financial Information”). The Unaudited Financial Information (i) has been prepared in good faith and in accordance with GAAP on a consistent basis throughout the periods covered thereby and derived from the books and records maintained by Seller and (ii) fairly presents, in all material respects and in accordance with GAAP, the financial condition of the Business as of the respective dates it was prepared and the results of the operations of the Business for the periods indicated. The Business has established and adhered in all material respects to a system of internal accounting controls which is designed to provide reasonable assurance that information required to be disclosed by Seller and its Subsidiaries in connection with the Business is recorded and reported on a timely basis in accordance with GAAP, and there is not (i) any material weakness in any system of internal controls over financial reporting used by the Business that would reasonably be expected to materially adversely affect the Business’s ability to record, process, summarize, and report financial information, (ii) any fraud or other wrongdoing that involves any of the management or other employees of the members of the Business who have a role in the preparation of the financial statements or the internal accounting controls used by the members of the Business or (iii) any claim or allegation regarding the foregoing clauses (i) and (ii). This Section 4.12(a) is qualified by the fact that the Business has not operated as a separate “stand alone” entity within Seller, and, as a result, the Business has been allocated certain intercompany charges and credits for purposes of the preparation of the Unaudited Financial Information, which allocations of charges and credits do not necessarily reflect the amounts that would have resulted from arms’ length transactions or the actual costs that would be incurred if the Business operated as an independent enterprise.
(b) There are no Liabilities of the Purchased Entities or arising out of the Business, other than those that (i) are adequately accrued or reserved against on the Unaudited Financial Information, (ii) have been incurred...
Financial Information; Liabilities. NBC has provided Xenon 2 with ---------------------------------- certain historical financial information relating to the NBC Multimedia Businesses set forth on Schedule 4.1(e) hereto (the "Financial Information"). --------------- --------------------- The Financial Information has been prepared in accordance with the accounting principles and procedures set forth on Schedule 4.1(e) and is true and correct --------------- in all material respects. All of the NBC Multimedia Liabilities and Videoseeker Liabilities primarily relate to the NBC Multimedia Businesses.
Financial Information; Liabilities. The unaudited balance sheet ---------------------------------- for SNAP as at December 31, 1998 (the "SNAP Balance Sheet") and the related ------------------ unaudited income statement for the six months ending December 31, 1998, copies of which are attached hereto as Schedule 4.2(f) present fairly in all material --------------- respects the financial condition and results of operations of SNAP as at December 31, 1998 and for the period then ended subject to normal year-end audit adjustments and financial statement footnote disclosure. Except as set forth on Schedule 4.2(g), except as and to the extent disclosed in the SNAP Balance --------------- Sheet, and except for liabilities incurred in connection with the transactions contemplated by this Agreement and the Implementing Agreements, there are no liabilities, whether absolute, accrued, contingent or otherwise, of SNAP, that would be required to be reflected on, or reserved against, in such consolidated balance sheet of SNAP, except for (x) liabilities which, singly or in the aggregate, would not have a Material Adverse Effect and (y) liabilities incurred subsequent to the date of such balance sheet by SNAP in the ordinary course of business consistent with past practice.
Financial Information; Liabilities. (i) The audited balance sheets of the Business as at December 31, 1995 and 1996 (such latest balance sheet being referred to herein as the "BALANCE SHEET") and the related statements of earnings, division equity and cash flows for each of the years in the three year period ending on December 31, 1996, copies of which have been furnished to Buyer and which are attached hereto as Schedule 3.1(d)(i)(a), present fairly the financial condition of the Business as at December 31, 1995 and 1996, and the results of its operations for each of the years in the three year period ending on December 31, 1996 (the "YEAR-END FINANCIAL STATEMENTS"). The balance sheet of the Business as at March 31, 1997 and the related statement of earnings of the Business for the three-month period then ended, copies of which have been furnished to Buyer and which are attached hereto as Schedule 3.1(d)(i)(b), present fairly the financial condition of the Business as at March 31, 1997 and the results of its operations for the three-month period ending on March 31, 1997 (the "INTERIM FINANCIAL STATEMENTS"). All Year-End Financial Statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP, consistently applied. The Interim Financial Statements were prepared in accordance with GAAP consistently applied. Seller did not have with respect to the Business, at December 31, 1996, any material contingent obligation, contingent liability or liability for taxes, or any
Financial Information; Liabilities. (a) Attached hereto as Schedule 4.11(a) of the Disclosure Letter are true, correct and complete copies of (i) the assets and liabilities of the Business as of June 30, 2017, (ii) the statement of the revenues of the Business for the fiscal quarters ended September 30, 2014, through June 30, 2017 and (iii) the expenses incurred by the Business for each of the fiscal quarters beginning April 1, 2016 and ending June 30, 2017 (collectively, the “Financial Statements”). The Financial Statements (x) present fairly, in all material respects, the assets and liabilities, revenues and expenses of the Business (as applicable) as of the respective dates thereof and for such periods covered thereby, (y) have been prepared based on the books and records of the Business and the Seller Parties and (z) have been prepared in the ordinary course on a consistent basis throughout the periods covered thereby. The Financial Statements do not reflect the assets, Liabilities or operations of any entity or business other than the Business.
(b) There are no material Liabilities of the Purchased Entities or material Liabilities arising out of the Business other than those that (i) are reflected or reserved against on the Financial Statements, (ii) have been incurred in the ordinary course of business, consistent with the past practices of the Business, since the date of the most recent balance sheet included in the Financial Statements, (iii) incurred pursuant to this Agreement, any other Transaction Documents or the transactions contemplated hereby and thereby or disclosed on Schedule 4.11(b) of the Disclosure Letter, (iv) have been discharged or paid off in full or (v) which are Excluded Liabilities. Notwithstanding the foregoing or anything else to the contrary hereunder, this Section 4.11(b) shall not apply to Taxes, Tax Returns or Tax items.
Financial Information; Liabilities. The consolidated balance sheets of Sellers as at December 26, 1998 and December 25, 1999 and for the period from December 26, 1999 to September 30, 2000 and the related consolidated statements of income and retained earnings and consolidated statements of cash flows for the fiscal years and nine month period ended on such dates, copies of which are attached hereto in Schedule 4.1(d), are complete and correct and present fairly the consolidated financial condition of Sellers as at such dates, and the consolidated results of their operations for the fiscal years and nine month period then ended. Except as set forth in Schedule 4.1(d), all such financial statements, including the related schedules and notes thereto, have been prepared in accordance with GAAP. Except as set forth in Schedule 4.1(d), none of the Sellers had, at the date of the most recent balance sheet referred to above, any material contingent obligation, contingent liability or liability for taxes, or any long-term lease or unusual forward or long-term commitment not reflected therein or in a footnote thereto that would have been required to be reflected in or reserved against on a balance sheet (or the notes thereto) for the Sellers prepared in accordance with GAAP. All such financial statements, including the related schedules and notes thereto, are sometimes hereinafter referred to as the "Financial Information."
i. Except to the extent set forth in the financial statements for the nine month period ending September 30, 2000 included in the Financial Information or set forth in Schedule 4.1(d) or incurred since September 30, 2000 in the ordinary course of Sellers' business consistent with past practice, none of the Sellers have any material liabilities or material obligations (absolute, accrued, contingent or otherwise), whether due or to become due.
Financial Information; Liabilities. The unaudited balance sheet for SNAP as at December 31, 1998 (the "SNAP Balance Sheet") and the related unaudited income statement for the six months ending December 31, 1998, copies of which are attached hereto as Schedule 4.2(f) present fairly in all material respects the financial condition and results of operations of SNAP as at December 31, 1998 and for the period then ended subject to normal year-end audit adjustments and financial statement footnote disclosure. Except as set forth on Schedule 4.2(g), except as and to the extent disclosed in the SNAP Balance Sheet, and except for liabilities incurred in connection with the transactions contemplated by this Agreement and the Implementing Agreements, there are no liabilities, whether absolute, accrued, contingent or otherwise, of SNAP, that would be required to be reflected on, or reserved against, in such consolidated balance sheet of SNAP, except for (x) liabilities which, singly or in the aggregate, would not have a Material Adverse Effect and (y) liabilities incurred subsequent to the date of such balance sheet by SNAP in the ordinary course of business consistent with past practice.
Financial Information; Liabilities
