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.
Appears in 4 contracts
Samples: Agreement and Plan of Contribution, Investment and Merger (General Electric Co), Agreement and Plan of Contribution, Investment and Merger (Xoom Inc), Merger Agreement (Xoom Inc)
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(f4.1(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 ended, subject to normal year-end audit adjustments and financial statement footnote disclosure. Except as set forth on Schedule 4.2(g4.1(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.
Appears in 2 contracts
Samples: Contribution and Merger Agreement (Xoom Inc), Merger Agreement (General Electric Co)