Financial Representations. Included with the Pubco SEC Documents are true, correct, and complete copies of audited balance sheets for Pubco dated as of November 30, 2006 and unaudited balance sheets for Pubco dated as of August 31, 2007 (the “Pubco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for the fiscal year and interim period then ended (collectively, the “Pubco Financial Statements”). The Pubco Financial Statements:
(a) are in accordance with the books and records of Pubco;
(b) present fairly the financial condition of Pubco as of the respective dates indicated and the results of operations for such periods; and
(c) have been prepared in accordance with GAAP. Pubco has not received any advice or notification from its independent certified public accountants that Pubco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Pubco Financial Statements or the books and records of Pubco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Pubco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Pubco. Pubco has not engaged in any transaction, maintained any bank account, or used any funds of Pubco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Pubco.
Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years plus any consolidated unaudited balance sheets for Priveco dated on or before December 31, 2006 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date:
(a) are in accordance with the books and records of Priveco;
(b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and
(c) have been prepared in accordance with GAAP. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.
Financial Representations. Included with the Disclosure Records are true, correct, and complete copies of the Purchaser Financial Statements.
(a) The Purchaser Financial Statements:
(i) are in accordance with the books and records of the Purchaser;
(ii) present fairly the financial condition of the Purchaser as of the respective dates indicated and the results of operations for such periods; and
(iii) have been prepared in accordance with IFRS and reflect the consistent application of IFRS throughout the periods involved.
(b) All material financial transactions of the Purchaser have been accurately recorded in the books and records of the Purchaser and such books and records fairly present the financial position and the affairs of the Purchaser.
(c) Other than the costs and expenses incurred in connection with the negotiation and consummation of the transactions contemplated herein, the Purchaser has no material Liabilities or obligations, net of cash, which:
(i) are not set forth in the Purchaser Financial Statements or have not heretofore been paid or discharged;
(ii) did not arise in the regular and ordinary course of business under any Contract or plan specifically disclosed in writing to the Target; or
(iii) have not been incurred in amounts and pursuant to practices consistent with past business practice, in or as a result of the regular and ordinary course of its business since the Purchaser Accounting Date, and otherwise disclosed in writing to the Target.
(d) Except to the extent reflected or reserved against in the Purchaser Financial Statements or incurred subsequent to the Purchaser Accounting Date in the ordinary and usual course of the Purchaser Business, the Purchaser has no outstanding indebtedness or any Liabilities or obligations, and any Liabilities or obligations incurred by the Purchaser in the ordinary and usual course of business since the Accounting Date have not had a Material Adverse Effect on the Purchaser or the Purchaser Business.
(e) Since the Purchaser Accounting Date, there have not been:
(i) any changes in the condition or operations of the Purchaser Business, or the assets or financial affairs of the Purchaser which have caused, individually or in the aggregate, a Material Adverse Effect on the Purchaser or the Purchaser Business; or
(ii) any damage, destruction or loss, labor trouble or other event, development or condition, of any character (whether or not covered by insurance), which is not generally known or which has not been disclosed to the T...
Financial Representations. Included with the Purchaser Public Documents are true, correct, and complete copies of the Purchaser Financial Statements. The Purchaser Financial Statements:
(a) are in accordance with the books and records of the Purchaser;
(b) present fairly the financial condition of the Purchaser as of the respective dates indicated and its results of operations for such periods; and
(c) have been prepared in accordance with GAAP. The Purchaser has not received any advice or notification from its independent certified public accountants that the Purchaser has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Purchaser Financial Statements or the books and records of the Purchaser, any properties, assets, Liabilities, revenues, or expenses. The books, records and accounts of the Purchaser accurately and fairly reflect, in reasonable detail, the assets and Liabilities of the Purchaser. The Purchaser has not engaged in any transaction, maintained any bank account, or used any funds of the Purchaser, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Purchaser.
Financial Representations. The consolidated audited balance sheets for Company (and/or any predecessor entity) for its last two fiscal (the “Company Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Company Financial Statements”) to be supplied on or before the Closing Date will be:
(A) in accordance with the books and records of Company;
(B) present fairly the financial condition of Company as of the respective dates indicated and the results of operations for such periods; and
(C) will have been prepared in accordance with U.S. GAAP. The Company has not received any advice or notification from its independent certified public accountants that Company has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Company Financial Statements or the books and records of Company, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Company accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Company. Company has not engaged in any transaction, maintained any bank account, or used any funds of Company, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Company.
Financial Representations. The consolidated audited balance sheets for Priveco for its last two fiscal years ended December 31, 2009 and December 31, 2008 and the unaudited interim balance sheet for six month period ended June 30, 2010 (the “Priveco Accounting Date”), together with related statements of income, cash flows, and changes in shareholder’s equity for such fiscal years and interim period then ended (collectively, the “Priveco Financial Statements”) to be supplied on or before the Closing Date:
(a) are in accordance with the books and records of Priveco;
(b) present fairly the financial condition of Priveco as of the respective dates indicated and the results of operations for such periods; and
(c) have been prepared in accordance with GAAP by a PCAOB registered independent accounting firm. Priveco has not received any advice or notification from its independent certified public accountants that Priveco has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Priveco Financial Statements or the books and records of Priveco, any properties, assets, Liabilities, revenues, or expenses. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets, and Liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.
Financial Representations. (a) The audited consolidated balance sheets of each of the financial years ending 31st March 2005 and 2006, related audited consolidated statements of income and cash flows and the unaudited interim consolidated balance sheets for the four (4) months ending July 31, 2006 and the related unaudited interim consolidated statements of income and cash flows of the Company and the Closing Balance Sheet fairly present, in conformity with generally accepted accounting principles applied on a consistent basis, the consolidated financial position of the Company as of the dates thereof and have been prepared in accordance with UK GAAP.
(b) All accounts receivable reflected on each of the consolidated and audited balance sheets for the twelve (12) months preceding December 31, 2005 and in the unaudited balance sheet for the twelve (12) months preceding the Closing Date of the Company and all accounts receivable arising subsequent to the Closing Date (collectively the “Accounts Receivable”): (i) have arisen from bona fide sales transactions in the ordinary course of the business on ordinary trade terms; (ii) represent valid, enforceable and binding obligations due to the Company; (iii) have been collected or are collectible in the ordinary course of business in the aggregate recorded amounts thereof without valid set-off or counterclaim; and (iv) are not subject to any counter claim or set off.
(c) Section 3.22(c) of the Disclosure Schedule describes the names and locations of all banks and financial institutions in which there are accounts or safe deposit boxes maintained by, or for the benefit of, the Company, the designation of each such account and safe deposit box, and the names of all persons authorized to draw on or have access to each such account and safe deposit box.
(d) All forecasts and projections of any future financial results or sales pipeline activities of the Company provided to the Purchaser by or on behalf of the Company, any of the Company’s management or any Seller were prepared in good faith and were based upon reasonable assumptions. There was at the time of the Closing no matters or circumstances that were known by the Company, any Seller or any Key Employee that would have had a material impact on the actual and projected financial results of the Company.
(e) The Company is not directly or indirectly obliged in any way to guarantee, assume or provide funds to satisfy an obligation of any Person. No letter of comfort has been given by the Compa...
Financial Representations. Included with the Purchaser SEC Documents are true, correct, and complete copies of audited consolidated balance sheets for the Purchaser dated as of December 31, 2009 and 2008 and unaudited consolidated balance sheets for the Purchaser for the interim period ended September 30, 2011 (the “Purchaser Accounting Date”) and the comparative interim period ended September 30, 2009, together with related statements of income, cash flows, and changes in shareholders’ equity for the fiscal years and interim periods then ended (collectively, the “Purchaser Financial Statements”). The Purchaser Financial Statements:
(a) are in accordance with the books and records of the Purchaser;
(b) present fairly the financial condition of the Purchaser as of the respective dates indicated and the results of operations for such periods; and
(c) have been prepared in accordance with GAAP. The Purchaser has not received any advice or notification from its independent certified public accountants that the Purchaser has used any improper accounting practice that would have the effect of not reflecting or incorrectly reflecting in the Purchaser Financial Statements or the books and records of the Purchaser, any properties, assets, Liabilities, revenues, or expenses. The books, records and accounts of the Purchaser accurately and fairly reflect, in reasonable detail, the assets and Liabilities of the Purchaser. The Purchaser has not engaged in any transaction, maintained any bank account, or used any funds of the Purchaser, except for transactions, bank accounts and funds which have been and are reflected in the normally maintained books and records of the Purchaser.
Financial Representations. The books, records, and accounts of Priveco accurately and fairly reflect, in reasonable detail, the assets and liabilities of Priveco. Priveco has not engaged in any transaction, maintained any bank account, or used any funds of Priveco, except for transactions, bank accounts, and funds which have been and are reflected in the normally maintained books and records of Priveco.
Financial Representations. 37 6.16 ERISA........................................................ 37 6.17
