Financial Information; Liabilities Sample Clauses
The 'Financial Information; Liabilities' clause requires a party to provide accurate and comprehensive details about its financial status, including all outstanding debts and obligations. In practice, this means the party must disclose financial statements, records of liabilities such as loans or pending lawsuits, and any other relevant fiscal data upon request or at specified intervals. This clause ensures transparency between parties, allowing the other side to assess financial risk and make informed decisions based on the true financial position of the disclosing party.
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) The (i) audited financial statements of MitoCareX as of December 31, 2022, and (ii) audited financial statements of MitoCareX as of December 31, 2023 (the “Financial Statements”) have been provided to N2OFF prior to the date hereof. The Financial Statements have been prepared in accordance with IFRS applied on a consistent basis throughout the periods indicated. The Financial Statements fairly present the financial condition and operating results of MitoCareX as of the dates, and for the periods, indicated therein, subject to normal year-end audit adjustments. MitoCareX maintains a standard system of accounting established and administered in accordance with IFRS. MitoCareX has no liabilities required to be disclosed by IFRS that are due and not duly paid, monetary obligations, or debts, whether accrued, absolute or contingent, other than (i) liabilities reflected or otherwise reserved against in the Financial Statements; (ii) liabilities under this Agreement; (iii) liabilities incurred in connection with the preparation and negotiation of this Agreement or the consummation of the transactions contemplated by this Agreement, including fees and expenses payable to any accountant, outside legal counsel or financial advisor in connection therewith; (iv) executory obligations under any contract to which MitoCareX is a party or is bound and that are not in the nature of breaches that are required by IFRS to be disclosed in the Financial Statements; and (v) liabilities, obligations and debts incurred in the ordinary course of business that do not exceed US$10,000 individually and do not exceed US$50,000 in the aggregate (for clarity, excluding any salary obligations pursuant to employment agreements or offer letters with employees). Without derogating from the generality of the foregoing, (i) MitoCareX is not a guarantor of any debt or obligation of another, nor has MitoCareX given any indemnification, loan, security or otherwise agreed to become directly or contingently liable for any obligation of any Person, other than in the ordinary course of business, and no Person has given any guarantee of, indemnity for, or security for, any obligation of MitoCareX; and (ii) MitoCareX has no debt for borrowed funds or pursuant to credit arrangement.
(b) MitoCareX has not maintained any off-the-book accounts or entered into any transactions for any off balance sheet activity.
(c) To the knowledge of MitoCareX none of MitoCareX’s directors or officers has, directly or...
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. (a) Section 3.5 of the Seller Disclosure Schedule sets forth, with respect to the Transferred Entities, on a consolidated basis, the assets, liabilities, operating revenues, operating expenses and operating income for the years ended December 31, 2020 and 2019 (such unaudited financial information, together with any notes thereto, the “Business Financial Information”). The Business Financial Information (x) was prepared in accordance with GAAP consistently applied throughout the periods involved, except as otherwise noted therein or as set forth in Section 3.5 of the Seller Disclosure Schedule, and (y) presents fairly, in all material respects, (A) the results of operations of the Transferred Entities, on a consolidated basis, as of the respective dates thereof or the periods then ended and during the periods set forth therein and (B) the financial condition, assets and liabilities of the Business as of the respective dates thereof, in each case except as may be expressly noted therein and subject to normal and recurring year-end adjustments; provided, that the Business Financial Information and the foregoing representations and warranties in clauses (x) and (y) are qualified by (i) the disclosures relating to the basis of presentation set forth in Section 3.5 of the Seller Disclosure Schedule and (ii) the fact that (A) the Transferred Entities have not operated on a separate standalone basis and have historically been reported within Seller Parent’s consolidated financial statements, (B) the Business Financial Information omits (1) personnel costs and certain service and other allocated charges associated with Overhead and Shared Services, but otherwise includes all other direct expenses necessary for operations, and therefore does not reflect all amounts that the Transferred Entities have incurred in respect of such charges historically or would incur on a standalone basis or in arms-length transactions, (2) line items associated with (I) Affiliate payables and receivables, (II) investment tax credits and other deferred Tax assets and liabilities, (III) Excluded Liabilities, (IV) stockholders’ equity, (V) income Tax expense and (VI) net income, (3) a statement of cash flows, (4) a statement of stockholders’ equity and (5) notes to the financial statements and (C) the Business Financial Information is not necessarily indicative of what the results of operations of the Business or all or any of the Transferred Entities may be in the future.
(b) There are n...
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 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. (a) Section 4.4(a) of the Disclosure Schedules sets forth the true and complete copies of balance sheet of the Business as of September 30, 2024 and September 29, 2023 and the related statements of profits and loss of the Business for the years ended March 30, 2024 and March 25, 2023 (the “Business Financial Information”). The Business Financial Information presents fairly in all material respects the financial position and related results of operations of the Business, as of the dates thereof or the periods then ended, and were derived from and are, in accordance with the books and records of the Parent Group, consistently applied, except that the Business has not operated on a separate standalone basis and historically have been reported within the consolidated financial statements of Parent and accordingly the Business Financial Information (A) may not necessarily be indicative of the conditions that would have existed or the results of operations that would have been achieved if the Business had been operated as an unaffiliated company and (B) includes estimated allocations of certain expenses for services and other costs attributable to the Business which may not necessarily reflect amounts that would be incurred on a standalone basis; provided, that, the statements of Business Financial Information and the foregoing representations and warranties are qualified by the fact that the Business Financial Information is not indicative of what the results of operations, financial position and cash flows of the Business or the Transferred Companies will be in the future.
(b) The books and records of the Transferred Companies or the Parent Group, as applicable, from which the Business Financial Information has been prepared, are complete and correct in all material respects and are maintained in all material respects in accordance with GAAP, other applicable accounting requirements, and Parent’s document retention policies. To Parent’s Knowledge, there are no significant deficiencies in the design or operation of the Transferred Companies’ and the Parent Group’s internal controls that would reasonably be expected to materially impair Parent’s or its controlled Affiliates’ ability to record, process, summarize and report financial data with respect to the Business.
(c) None of Parent or any of its Affiliates (in each case, as related to the Business) is a party to any joint venture, off-balance sheet partnership or any similar contract or arrangement, where th...
Financial Information; Liabilities. 28 4.6 Absence of Certain Changes ..................................................................................30 4.7